H&R Block Inc DEF 14A, filed Sep 29, 2026
H&R Block Inc (HRB)
DEF 14A
2026-09-29
For: 2026-11-10
View Original
Added on
September 30, 2026
About this DEF 14A
H&R Block Inc filed this DEF 14A on September 29, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under §240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
One H&R Block Way
Kansas City, Missouri 64105
Kansas City, Missouri 64105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 10, 2026
TO BE HELD NOVEMBER 10, 2026
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Date and Time
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Virtual Meeting Site
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Tuesday, November 10, 2026
12:30 p.m. Central Time |
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www.virtualshareholdermeeting.com/HRB2026
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Items of Business:
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1.
Election of the nine nominees for director named in this proxy statement (See page 5);
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FOR each nominee
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Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 (See page 64);
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Advisory approval of the Company’s named executive officer compensation (See page 65);
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Approval of the 2026 Long Term Incentive Plan (See page 66); and
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FOR approval
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5.
To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
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These items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close of business on September 15, 2026 as the record date for determining shareholders of the Company entitled to receive notice of and vote at the meeting and any adjournment or postponement thereof.
To be admitted to the meeting online, you must enter the Control Number found on your proxy card, voting instruction card, or notice of availability of proxy materials. A list of shareholders entitled to vote at the meeting will be made available during the meeting at the website referenced above.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING VIRTUALLY, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET, AS PROVIDED IN THE ENCLOSED MATERIALS. IF YOU REQUESTED A PROXY CARD BY MAIL, YOU MAY SIGN, DATE, AND MAIL THE PROXY CARD IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors,
KATHARINE M. HAYNES
Vice President and Corporate Secretary
Vice President and Corporate Secretary
Kansas City, Missouri
September 29, 2026
September 29, 2026
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 10, 2026.
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The Notice of Annual Meeting, Proxy Statement and Annual Report on
Form 10-K for the fiscal year ended June 30, 2026 are available at www.proxyvote.com. |
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September 29, 2026
Dear Fellow Shareholders,
Fiscal 2026 was a year of meaningful progress for H&R Block. We delivered strong financial and operational results while advancing our long-term strategy, generating revenue growth of approximately 4.9%, producing strong operating cash flow, and improving Assisted category client conversion and retention. We also continued our commitment to disciplined capital allocation, returning approximately $714 million to shareholders through dividends and share repurchases, and again approving an annual increase in the quarterly dividend. These results reflect the strength of our business, the dedication of our associates, and the value of our expert-led, technology-enabled strategy.
Throughout the year, the Board remained actively engaged in overseeing the Company’s strategy, talent development, and succession planning, including the transition of President and Chief Executive Officer from Jeff Jones to Curtis Campbell. Fiscal 2026 was also an important year of Board refreshment. We welcomed Geralyn Breig, Christian Charnaux, and Stephanie Plaines to the Board, adding significant expertise in consumer engagement, strategic growth, global operations, and financial leadership. Their diverse backgrounds and fresh perspectives further strengthen the Board’s ability to support the Company’s strategic priorities and long-term growth objectives.
At this year’s Annual Meeting, we will also recognize the retirement of Robert (Bob) Gerard and Matt Winter, both of whom have made significant contributions to H&R Block over many years of service. On behalf of the entire Board, I thank Bob and Matt for their leadership, dedication, and unwavering commitment to the Company and its shareholders. Throughout Bob’s tenure as Chairman and a Board member, he helped guide the Company through periods of transformation while maintaining a steadfast focus on creating long-term value. Matt’s insights, integrity, and service as Chair of the Compensation Committee have left a lasting mark on the Company and have helped shape H&R Block into the strong organization it is today.
Looking ahead, we remain confident in H&R Block’s strategic direction. We see growing evidence that our expert-led, technology-enabled strategy is strengthening client outcomes, improving the quality of our business, and enhancing our competitive position.
Please join us for the 2026 Annual Meeting, which will be held virtually again this year. Whether or not you plan to attend the meeting on November 10, we encourage you to vote your shares in advance through one of the options described in the Proxy Statement. On behalf of the Board of Directors, I thank you for your continued support and engagement.
Best regards,
Richard A. Johnson
Chairman of the Board
Chairman of the Board
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TABLE OF CONTENTS
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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HELPFUL RESOURCES
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Where You Can Find
Additional Information |
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Proxy Statement
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https://investors.hrblock.com/financial-information/proxy-statements
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Annual Report
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https://investors.hrblock.com/financial-
information/annual-reports |
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Voting via the Internet Before the Annual Meeting:
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www.proxyvote.com
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Attending the Annual Meeting by Internet:
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www.virtualshareholdermeeting.com/HRB2026
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| | Board of Directors | |
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https://www.hrblock.com/tax-center/board-of-directors/
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| | Governance Documents | |
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https://investors.hrblock.com/corporate-governance
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Amended and Restated Articles of Incorporation
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Amended and Restated Bylaws
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Code of Business Ethics & Conduct
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Board of Directors Independence Standards
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Political Activities Policy and Voluntary Annual Reports
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Corporate Governance Guidelines
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Committee Charters
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Investor Relations
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https://investors.hrblock.com
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Corporate Responsibility and Sustainability Matters
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https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility
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Definition of Certain Frequently Used
Terms or Abbreviations1 |
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Annual Meeting
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Articles
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Board or Board of Directors
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Bylaws
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CEO
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CFO
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Deloitte & Touche LLP
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DRSUs
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DSUs
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IRS
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LTI
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| | Long-Term Incentive | |
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NEO
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| | Named Executive Officer | |
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NYSE
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| | New York Stock Exchange | |
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PSUs
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RSUs
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SEC
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| | Securities and Exchange Commission | |
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STI
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1 Additional defined terms may be found throughout this proxy statement.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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H&R BLOCK, INC.
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS |
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This proxy statement is provided in connection with the solicitation of proxies by the Board of H&R Block, Inc., a Missouri corporation (“H&R Block” or the “Company” or “we”), for use at the Annual Meeting to be held virtually on Tuesday, November 10, 2026 at 12:30 p.m. Central Time. References to the Annual Meeting in this proxy statement include any adjournment or postponement thereof. We are holding the Annual Meeting solely by means of remote communication, as we believe that hosting a virtual meeting enables greater shareholder attendance from any location around the world, as demonstrated by the level of shareholder attendance at our prior virtual annual meetings. We designed the format of the virtual Annual Meeting to ensure that our shareholders who attend the virtual Annual Meeting will be afforded comparable rights and opportunities to participate as they would at an in-person meeting. See below under Questions and Answers About the Annual Meeting and Voting for more information. You can attend the Annual Meeting online, vote your shares, and submit questions prior to and during the meeting by visiting www.virtualshareholdermeeting.com/HRB2026.
This proxy statement contains information about the matters to be voted on at the meeting and the voting process, as well as information about our directors and executive officers. Please refer to Questions and Answers About the Annual Meeting and Voting beginning on page 79 for the answers to certain frequently asked questions about the Annual Meeting and this proxy statement. Our proxy materials were first sent or made available to shareholders on or about September 29, 2026.
PROXY STATEMENT INTRODUCTION
FISCAL YEAR 2026 HIGHLIGHTS
Fiscal year 2026 marked the first year of our new expert-led, technology-enabled strategy. Our disciplined execution drove improved performance, enhanced the durability of our business, and strengthened the foundation for long-term growth. Through continued progress against our strategic priorities and disciplined capital allocation practices, we delivered the following results in fiscal year 2026:
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In millions, except per share amounts
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FY26
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FY25
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Change
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Revenue
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$3,945.4
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$3,761.0
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4.9%
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Operating Expenses
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$3,037.7
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$2,933.0
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(3.6)%
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Net Income
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$736.3
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$609.5
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20.8%
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EBITDA1
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$1,056.9
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$976.3
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8.3%
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Earnings Per Share
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$5.69
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$4.42
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28.7%
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Adjusted Earnings Per Share1
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$5.31
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$4.66
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13.9%
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Note: All amounts represent results from continuing operations. All per share amounts are based on weighted average fully diluted shares over the corresponding period.
(1)
Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted earnings per share (EPS) are non-GAAP financial measures. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this proxy statement and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP Financial Information” beginning on page 32 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2026 filed with the SEC on August 14, 2026.
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In fiscal year 2026, we also repurchased approximately $500 million of our common stock at an average price of $47.48 per share. Since 2016, the Company has returned more than $5.2 billion to shareholders in the form of share repurchases and dividends. The Company has paid quarterly dividends consecutively since becoming public in 1962.
GOVERNANCE HIGHLIGHTS
Board Composition
The Governance and Nominating Committee (the “G&N Committee”) works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors, as described in detail on page 6. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment. The Board desires to maintain an overall balance of experience, continuity, and fresh perspectives.
New Directors Elected in Fiscal Year 2026
As previously disclosed, on January 20, 2026, the Board increased the number of directors that constitute the Board from eight to eleven and elected Geralyn R. Breig, Christian H. Charnaux, and Stephanie C. Plaines to fill the resulting vacancies. The Board appointed Mr. Charnaux and Ms. Plaines to the Audit Committee and Ms. Breig to the Compensation Committee and G&N Committee.
In addition, as previously disclosed, Jeffrey J. Jones II retired as President and CEO of the Company and from the Board effective December 31, 2025. The Board appointed Curtis A. Campbell to succeed Mr. Jones as President and CEO and to fill the vacancy on the Board resulting from Mr. Jones’s retirement, effective January 1, 2026.
Director Retirements
As previously disclosed, each of Robert A. Gerard and Matthew E. Winter informed the Board on August 12, 2026 of their decisions not to stand for re-election following completion of their term at the Annual Meeting. In connection with the Annual Meeting, the Board set the number of directors that constitute the Board at nine, effective upon the commencement of the Annual Meeting.
Board Tenure and Refreshment
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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Board Profile
The Board believes that diversity of skills, experiences and backgrounds in the boardroom is critical to the Company’s success and its ability to create long-term shareholder value. The diverse backgrounds of our individual directors improve the Board’s oversight and evaluation of management on behalf of the shareholders and produce more creative thinking and better strategic decision-making by the Board. Although we do not have a formal policy concerning diversity of director nominees, the Board has made, and will continue to make, diversity across many areas a priority when considering director candidates.
Board and Committee Oversight of Artificial Intelligence
Artificial intelligence (“AI”) is an increasingly important component of our expert-led, technology-enabled strategy. We leverage AI and other technologies to enhance the client experience, support our tax pros, improve operational efficiency, and drive innovation across the business. As AI capabilities continue to evolve, we are focused on deploying these technologies in a manner that advances our strategic objectives while maintaining the trust of our clients, associates, shareholders, and other stakeholders.
The Board oversees AI as a component of the Company’s strategy, reviewing management’s approach to leveraging AI to enhance the client experience, improve operational efficiency, and drive innovation. The Audit Committee is responsible for overseeing risks related to AI, including those associated with data privacy, cybersecurity, regulatory developments, operational integrity, responsible use considerations, and the effectiveness of the Company’s governance and control environment. The Board and the Audit Committee receive regular updates from management on AI-related risks and mitigation strategies.
Management has established a Global Responsible AI Use Policy and governance framework designed to support the responsible development, deployment, and use of AI across the enterprise. The framework is intended to promote compliance with applicable laws and regulations, protect client and Company information, support human oversight and accountability, and align AI usage with the Company’s purpose and risk management practices. As AI technologies continue to develop, management regularly evaluates and enhances governance processes, controls, and policies to reflect evolving business needs and stakeholder expectations.
The Board believes that responsible AI governance is an important element of the Company’s long-term strategy and supports the Company’s ability to deliver innovative solutions while maintaining the confidence and trust that are central to our business. For additional information regarding risks related to AI, please see Part I, Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Board and Committee Oversight of Corporate Responsibility, Sustainability, and Cybersecurity Matters
Our Corporate Governance Guidelines provide that the Board is responsible for oversight of the Company’s policies, programs, and strategies regarding significant corporate responsibility and sustainability matters, which include, among other things, corporate social responsibility,
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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environmental sustainability, and human capital management. The Board receives, at least annually, an update from management regarding these matters and reviews related policies, programs, strategies, risks, and trends. The Board also has regular discussions each year on other human capital management topics, including belonging, top talent, succession planning, and associate engagement. The G&N Committee will review, and make recommendations regarding, corporate responsibility and sustainability matters when requested by the Board.
The Audit Committee is responsible for the oversight of policies and processes pertaining to the Company’s enterprise risk management (“ERM”) program and specifically considers risks and controls relating to, among other things, information and cybersecurity. Management briefs the Audit Committee on information security risks as a part of regular ERM reports, with a deep dive focused solely on information security at least annually. For additional information about our approach to cybersecurity, please see Part I, Item 1C of our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
CORPORATE RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS
At H&R Block, corporate responsibility and sustainability are integral to how we operate and create long-term value. Guided by our Purpose to provide help and inspire confidence, we focus on supporting our associates, strengthening communities, operating with integrity, and responsibly managing our environmental impact.
From our founding in Kansas City to serving millions of clients today, we have remained committed to making a positive difference through community investment, volunteerism, responsible business practices, and thoughtful stewardship of the resources used across our operations.
This year, we continued to advance these priorities by enhancing measurement of our environmental impacts, extending the life of office assets through reuse and recycling programs, and investing time and resources to strengthen local communities through Make Every Block Better. Supported by strong governance and a commitment to transparency, these efforts help build trust and create lasting value for our clients, associates, communities, and shareholders.
We are proud of the progress we have made and the path we are on. Additional information regarding these initiatives, including our Sustainability Accounting Standards Board (SASB) disclosures and other Corporate Responsibility & Sustainability reports, can be found on our Investor Relations website at https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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The Board
unanimously recommends a vote FOR the election of each nominee |
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PROPOSAL 1 – ELECTION OF DIRECTORS
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Our Articles and Bylaws provide that the Board of Directors will be made up of seven to 12 members, with the exact number set by a majority of the entire Board. The Board currently consists of eleven directors, nine of whom are standing for re-election. As previously disclosed, each of Robert A. Gerard and Matthew E. Winter informed the Board on August 12, 2026 of their decisions not to stand for re-election following completion of their term at the Annual Meeting. Therefore, in connection with the Annual Meeting, the Board has nominated nine directors for election to serve until next year’s annual meeting and has set the number of directors that constitute the Board at nine, effective upon the commencement of the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees set forth in this Proposal 1.
The Articles and Bylaws provide that all of the directors shall be elected annually. Under the Bylaws, each director holds office until the earlier of the election and qualification of such director’s successor or the director’s death, resignation, retirement, disqualification, disability, or removal from office. Any vacancy on the Board may be filled by a majority of the directors remaining in office. The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on the election and represented in person or by proxy shall promptly tender an irrevocable resignation to the Company’s Board, subject only to the condition that the Board accept the resignation. The Board and the G&N Committee must consider and act on the resignation, as more fully described under “Corporate Governance — Mandatory Director Resignation Policies,” on page 21. To be eligible to be a nominee as a director, whether nominated by the Board or a shareholder, a person must deliver to the Company a written agreement that such person will abide by this director resignation requirement.
The Board has nominated Geralyn R. Breig, Curtis A. Campbell, Christian H. Charnaux, Sean H. Cohan, Anuradha (Anu) Gupta, Richard A. Johnson, Mia F. Mends, Stephanie C. Plaines, and Victoria J. Reich for election as directors of the Company. Unless otherwise instructed, the appointed proxies will vote the shares represented by the proxy cards received by them for each of the nominees named below. Each nominee has consented to be named in this proxy statement and to serve as director if elected. If any nominee becomes unavailable for election for any reason, the Board may provide for a lesser number of directors or designate substitute nominees, and the proxies will be voted for the remaining nominees and any substitute nominees, unless otherwise instructed by a shareholder.
DIRECTOR NOMINATION PROCESS
The Board of Directors is responsible for nominating members for election to the Board and for filling any vacancies between annual meetings of shareholders. The G&N Committee is responsible for identifying, screening, and recommending director candidates to the entire Board. The G&N Committee works with the Board to determine the appropriate characteristics, skills, and experience for the Board as a whole and its individual members. In evaluating the suitability of individual Board members, the Board takes into account many factors as described below. The Board evaluates each individual in the context of the Board as a whole with the objective of retaining a group of directors with diverse and relevant experience that can best perpetuate the Company’s success and represent shareholder interests through sound judgment.
The G&N Committee may seek the input of other members of the Board or management in identifying candidates who meet the criteria outlined above. In addition, the G&N Committee may use the services of consultants or a search firm. The G&N Committee will consider recommendations by the Company’s shareholders of qualified director candidates for possible nomination by the Board. Shareholders may recommend qualified director candidates by writing to the Company’s Corporate Secretary at H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105. Submissions should include information regarding a candidate’s background, qualifications, experience, and willingness
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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to serve as a director. Based on a preliminary assessment of a candidate’s qualifications, the G&N Committee may conduct interviews with the candidate or request additional information from the candidate. The G&N Committee uses the same process for evaluating all candidates for nomination by the Board, including those recommended by shareholders. The Bylaws permit persons to be nominated as directors directly by shareholders under certain conditions. To do so, shareholders must comply with the advance notice requirements under the Bylaws as outlined in the “Shareholder Proposals and Nominations” section of this proxy statement. The Company did not receive notice from any shareholder prior to the deadline for submitting notice of an intention to nominate any additional persons for election as directors at the Annual Meeting.
Both the Board and the G&N Committee believe that diversity of skills, perspectives, backgrounds, and experiences among Board members improves the Board’s oversight and evaluation of management on behalf of the shareholders and produces more creative thinking and better strategic decision-making by the Board. Although we do not have a formal policy concerning diversity of director nominees, the G&N Committee considers, among other factors, the distinctive skills and perspectives that candidates with diverse personal backgrounds and professional experiences have to offer.
SELECTING AND EVALUATING OUR NOMINEES
When evaluating potential director nominees, the G&N Committee considers each individual’s professional experience, areas of expertise, and educational and personal backgrounds. The Board determines the appropriate mix of experiences, areas of expertise, and educational backgrounds in order to maintain a Board that is strong in its collective knowledge and that has the skillsets necessary to fulfill its responsibilities, meet the future needs of the Company, and represent the interests of our shareholders.
Among the most important specific skills, knowledge, and experience that the G&N Committee and Board consider when determining whether to nominate an individual for election are the following:
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Operating experience as current or former executives, which gives directors specific insight into, and expertise that will foster active participation in, the development and implementation of our operating plan and business strategy;
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Executive leadership experience, which gives directors who have served in significant leadership positions strong abilities to motivate and manage others and to identify and develop leadership qualities in others;
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Accounting or financial expertise, which enables directors to analyze our financial statements, capital structure, and complex financial transactions, and oversee our accounting and financial reporting processes;
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ERM experience, which contributes to oversight of management’s risk monitoring and risk management programs, and establishment of risk appetite aligned with our strategy;
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Financial, technology, or retail industry knowledge, which are vital in understanding and reviewing our strategy, including the acquisition of businesses that offer complementary products or services;
■
Public company board and corporate governance experience, which provides directors a solid understanding of their extensive and complex oversight responsibilities and furthers our goals of greater transparency, accountability for management and the Board, and protection of our shareholders’ interests;
■
Information security experience, which is valuable in understanding information security risks and contributes to oversight of our information security programs, policies, and procedures; and
■
Corporate responsibility and sustainability expertise, which enables directors to oversee risks, opportunities, strategy, and reporting related to our corporate responsibility and sustainability priorities.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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6
|
|
SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE
| | | | | |
Breig
|
| | |
Campbell
|
| | |
Charnaux
|
| | |
Cohan
|
| | |
Gupta
|
| | |
Johnson
|
| | |
Mends
|
| | |
Plaines
|
| | |
Reich
|
| | | | |
| |
Skills and Experience
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Operating experience
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | |
| |
Executive leadership
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | |
| | Accounting/financial expertise | | | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | |
| |
ERM experience
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | | | | | | | |
•
|
| | | | | | |
•
|
| | |
•
|
| | | | |
| |
Industry knowledge
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | | | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | | | | | |
| | Public company board and corporate governance | | | |
•
|
| | |
•
|
| | | | | | |
•
|
| | | | | | |
•
|
| | |
•
|
| | |
•
|
| | |
•
|
| | | | |
| | Information security experience | | | | | | | |
•
|
| | | | | | | | | | |
•
|
| | |
•
|
| | | | | | | | | | | | | | | | |
| | Corporate responsibility and sustainability expertise | | | | | | | |
•
|
| | | | | | |
•
|
| | | | | | |
•
|
| | |
•
|
| | | | | | |
•
|
| | | | |
| |
Demographic Information
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Tenure (years)*
|
| | |
1
|
| | |
1
|
| | |
1
|
| | |
5
|
| | |
7
|
| | |
11
|
| | |
5
|
| | |
1
|
| | |
15
|
| | | | |
| |
Age*
|
| | |
64
|
| | |
54
|
| | |
49
|
| | |
51
|
| | |
57
|
| | |
68
|
| | |
51
|
| | |
59
|
| | |
68
|
| | | | |
| |
Gender
|
| | |
F
|
| | |
M
|
| | |
M
|
| | |
M
|
| | |
F
|
| | |
M
|
| | |
F
|
| | |
F
|
| | |
F
|
| | | | |
| |
Race/Ethnicity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Black/African American
|
| | | | | | |
•
|
| | | | | | |
•
|
| | | | | | | | | | |
•
|
| | |
•
|
| | | | | | | | |
| |
Asian/Other Pacific Islander
|
| | | | | | | | | | | | | | | | | | |
•
|
| | | | | | | | | | | | | | | | | | | | |
| |
White/Caucasian
|
| | |
•
|
| | | | | | |
•
|
| | | | | | | | | | |
•
|
| | | | | | | | | | |
•
|
| | | | |
*
Tenure and age calculated as of the date of this proxy statement; tenure rounded to the nearest whole number of years.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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7
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DIRECTOR NOMINEES
The Board believes the director nominees are highly qualified and have significant leadership experience, knowledge, and skills that qualify them for service on our Board, and, as a group, represent diverse views, experiences, and backgrounds. All director nominees satisfy the criteria set forth in our Corporate Governance Guidelines and possess the personal characteristics that are essential for the proper and effective functioning of the Board. Each nominee’s biography below contains additional information regarding the nominee’s experiences, qualifications, and skills.
The number of shares of common stock, share units, and share equivalents beneficially owned by each nominee for director is listed under the heading “Security Ownership of Directors and Management” on page 76.
| |
Geralyn R. Breig
Director Since: 2026 Age: 64 Committee Memberships: Compensation; G&N |
| |
Experience: Ms. Breig served as President of Revlon North America, a division of a global beauty company, from 2023 until 2025. Previously, she served as Principal of Twin Bridges Consulting Group, a provider of consulting services, from 2021 to 2023, Chief Executive Officer of Anytownusa.com LLC, an online shopping marketplace, from 2016 to 2021, President of Clarks Americas, a division of a global footwear company, from 2014 to 2016, President of Avon North America, a division of a global beauty company, from 2008 to 2011, and President of Avon’s global marketing business unit from 2005 to 2008. She also served as President of Godiva Chocolatier International, a global luxury chocolate maker, from 2002 to 2005. Prior to Godiva Chocolatier International, Ms. Breig served in various leadership roles with Campbell Soup Company (NASDAQ: CPB) and Kraft Foods, Inc., both food manufacturers, and The Procter & Gamble Company, Inc. (NYSE: PG), a consumer goods company. Ms. Breig holds a bachelor’s degree in economics from the Wharton School of the University of Pennsylvania.
Other Boards and Appointments: Ms. Breig has served on the American Medical Association Board of Trustees as its public member since November 2023. Previously, Ms. Breig served on the boards of Hanesbrands Inc. (NYSE: HBI), a publicly held clothing company, 1-800-Flowers.com Inc. (NASDAQ: FLWS), a publicly held floral and foods gift retailer, and Welch Foods Inc., an agricultural cooperative.
Director Qualifications: Ms. Breig brings to the Board extensive expertise in the consumer manufacturing and retailing industries, as well as in digital marketing strategy, corporate risk management, financial management, and corporate governance.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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8
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Curtis A. Campbell
President and Chief Executive Officer
Director Since: 2026 Age: 54 Committee Memberships: Finance |
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Experience: Mr. Campbell became our President and CEO on January 1, 2026, and, prior to serving as President and CEO, was our President of Global Consumer Tax and Chief Product Officer beginning in May 2024. Prior to that, he served as the Chief Executive Officer of TaxAct, a provider of technology-enabled tax-focused financial solutions. He also previously served as President of Software at Blucora, Inc., a financial technology and wealth management company, where he led TaxAct from 2018 until its sale in 2022. Mr. Campbell continued to lead the company following the transaction through 2023. Earlier in his career, Mr. Campbell held executive roles at Capital One Financial Corporation (NYSE: COF), a financial services company, where he served as Managing Vice President of Consumer Auto from 2017 to 2018, and at Intuit Inc. (NASDAQ: INTU), a financial technology company, where he was Vice President of Product Management and Strategy from 2014 to 2017. Mr. Campbell holds a bachelor’s degree in business administration from The Citadel and a master’s degree in International Business from the University of South Carolina.
Other Boards and Appointments: Mr. Campbell serves on the board of directors of Jack Henry & Associates, Inc. (NASDAQ: JKHY), a publicly traded provider of technology solutions and payment processing services.
Director Qualifications: Mr. Campbell brings to the Board intimate knowledge of the Company’s daily operations as the Company’s President and CEO, as well as an extensive background in strategy, product management, technology, and innovation.
|
|
| |
Christian H. Charnaux
Director Since: 2026 Age: 49 Committee Memberships: Audit |
| |
Experience: Mr. Charnaux currently serves as the Chief Development Officer of Hilton Worldwide Holdings Inc. (NYSE: HLT), a publicly held global hospitality company. Previously, he served as Chief Growth Officer of Inspire Brands, a multi-brand restaurant company, from 2018 until 2025. Prior to Inspire Brands, Mr. Charnaux held various leadership positions at Hilton Worldwide Holdings Inc., from 2009 to 2018, including as Senior Vice President of Corporate Finance from 2015 to 2018. He also held leadership roles with The Boston Consulting Group, a global consulting firm, from 2006 to 2009, the Partnership for New York City Fund, an investment fund, from 2002 to 2004, and JPMorgan Chase & Co. (NYSE: JPM), a financial services company, from 1999 to 2002. Mr. Charnaux holds a bachelor of arts degree from the University of North Carolina where he was a Morehead-Cain Scholar, and an M.B.A. from Harvard Business School.
Other Boards and Appointments: Mr. Charnaux serves on the board of Carolina Alumni and on the University of North Carolina Board of Visitors.
Director Qualifications: Mr. Charnaux brings to the Board extensive expertise in the consumer hospitality and retailing industries, as well as in corporate strategy, corporate finance, financial management and corporate risk management.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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9
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Sean H. Cohan
Director Since: 2021 Age: 51 Committee Memberships: Compensation; G&N |
| |
Experience: Mr. Cohan serves as President of Bell Media Inc., the mass media subsidiary of BCE Inc. (NYSE: BCE), a publicly traded Canadian communications company, and he is a member of the BCE Inc. leadership team. Prior to his current position, Mr. Cohan served as Chief Growth Officer and President, International of Nielsen Holdings plc, a global media measurement and data analytics company, from March 2020 to January 2023, leaving following a successful $16 billion take-private transaction. Mr. Cohan has decades of experience in global media and consumer businesses, including 15 years at A+E Networks where he served as President, International and Digital Media from 2015 to 2018. Following his tenure at A+E, Mr. Cohan was President and Chief Business Officer at Wheelhouse Group, LLC, a diversified content venture, from 2019 to early 2020. He has a Bachelor’s Degree in Economics from Harvard and a Masters from the Stanford Graduate School of Business.
Other Boards and Appointments: Mr. Cohan is Chair of the board of the Banff World Festival, sits on the board of the New York General Hospital Foundation, and is former Treasurer and current board member of The Opportunity Network. Mr. Cohan is also a board member of FxM, a private fintech media company focused on payment processes and supply sourcing, and of MLB Players, Inc., a private company serving as the official licensing, sponsorship, and marketing subsidiary of the Major League Baseball Players Association.
Director Qualifications: Mr. Cohan brings extensive strategic, financial, operational, and growth experience to the Board, along with a track record of successfully transforming businesses, brands, teams, relationships, and culture.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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10
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|
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Anuradha (Anu) Gupta
Director Since: 2019 Age: 57 Committee Memberships: Compensation; G&N (Chair) |
| |
Experience: Ms. Gupta has served as Chief Transformation Officer of Starbucks Corporation (NASDAQ: SBUX), a publicly held global chain of coffeehouses and roastery services, since May 2026, and, prior to that, served as its Senior Vice President, Strategy Planning and Finance beginning in June 2025. Prior to Starbucks Corporation, she served as Chief Business Development and Strategy Officer of Signet Jewelers Ltd. (NYSE: SIG), a publicly held global jewelry retailer, from September 2023 until June 2025. Previously, she served as Chief Revenue Officer of Better Home & Finance Holding Company (NASDAQ: BETR), a digital-first homeownership company, until September 2023. She also served as Executive Vice President, Chief Growth Officer of Bed Bath & Beyond Inc., a publicly held home products retailer, from October 2021 until January 2023, where she previously served as the Chief Strategy and Transformation Officer starting in October 2020. Bed Bath & Beyond filed a voluntary petition for bankruptcy in April 2023. Prior to Bed Bath & Beyond, she served as the Chief Operating Officer of Jyve Corporation, a talent marketplace and business optimization platform, from November 2018 to October 2020, Senior Vice President, Operational Excellence at Target Corporation (NYSE: TGT), a retail sales company, from 2015 to 2018, and Senior Operating Executive at Hellman & Friedman LLC, a private equity firm, from 2013 to 2015. Prior to that, she was with The Michaels Companies Inc., a retail holding company, for five years from 2008 to 2013, serving as Vice President, Process and Profit Improvement. Earlier in her career, she served in multiple strategic roles at Safeway Inc., a supermarket chain, and HCL Technologies Inc., a global IT services and technology company. Ms. Gupta received her Bachelor of Science (Honors) and MBA (Financial Management) from the University of Delhi.
Other Boards and Appointments: None.
Director Qualifications: Ms. Gupta brings to the Board expertise in strategic transformations and driving operational excellence across multiple industries, including extensive experience in the retail industry.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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11
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Richard A. Johnson
Director Since: 2015 Age: 68 Committee Memberships: Audit; Compensation |
| |
Experience: Mr. Johnson retired as CEO and President of Foot Locker, Inc., a leading publicly held global athletic footwear and apparel retailer, on September 1, 2022. He continued to serve as Executive Chairman of the Board of Foot Locker until January 2023. Mr. Johnson had served as CEO and President of Foot Locker since December 1, 2014, and as Chairman of the Board since May 2016. Prior to becoming CEO and President, he served in a variety of other leadership roles with Foot Locker, Inc. including Executive Vice President and Chief Operating Officer, Executive Vice President/Group President – Retail Stores, CEO and President of Foot Locker U. S./Lady Foot Locker/Kids Foot Locker/Footaction, CEO and President at Foot Locker Europe B.V., Foot Locker’s European headquarters in the Netherlands, President and CEO of Footlocker.com/Eastbay, and prior to that, held various executive positions at Eastbay, Inc., an athletic product retailer, From 1990 to 1993, Mr. Johnson was a transportation economics manager at Graebel Van Lines, Inc., a global relocation services and mobility solutions provider. Earlier in his career, he worked for Electronic Data Systems, an IT services company, as a systems engineer. Mr. Johnson received a Bachelor of Arts degree in Business Administration and Accountancy from the University of Wisconsin, Eau Claire.
Other Boards and Appointments: Mr. Johnson previously served as director and member of the Executive Committee of Foot Locker, Inc. between 2014 and 2023, serving as Chairman of the Board from May 2016 until January 2023. During 2013, he served as a director of Maidenform Brands, Inc., an intimate apparel company. Mr. Johnson also served as the Chairman of the board of directors of the Retail Industry Leaders Association and on the board of directors of The Footwear Distributors and Retailers of America from January 2022 to January 2023. Mr. Johnson also served as a director of Graebel Companies, Inc., a global leader in mobility services, from January 2024 to August 2026. Mr. Johnson currently serves on the Chancellor’s National Leadership Council at the University of Wisconsin, Eau Claire. Mr. Johnson joined the Board of Build-A-Bear Workshop, Inc. (NYSE: BBW), a publicly traded experiential specialty retailer, in March 2025, and the Board of Advance Auto Parts, Inc. (NYSE: AAP), a publicly traded leading automotive aftermarket parts provider, in January 2026.
Director Qualifications: Mr. Johnson brings to the Board extensive knowledge of brick and mortar and digital/dot.com retail operations, as well as significant leadership, operations, financial management, and enterprise risk management experience.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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12
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Mia F. Mends
Director Since: 2021 Age: 51 Committee Memberships: Audit; G&N |
| |
Experience: Ms. Mends serves as Chief Executive Officer, C&W Services at Cushman & Wakefield plc, a leading global real estate services firm. Prior to joining C&W Services, Ms. Mends spent a decade in senior leadership roles at Sodexo Inc., a global food services and facilities management company, including serving as Global Chief Diversity & Inclusion Officer and CEO, Impact Ventures from May 2021 to June 2022; Chief Administrative Officer, North America and leading SodexoMAGIC, a joint venture between Sodexo and Magic Johnson Enterprise, from July 2019 to May 2021; CEO of Benefits & Rewards Services from 2015 until 2019; and Vice President, Sales, for the Americas Region in Sao Paulo, Brazil from 2012 until 2015. Before joining Sodexo, she was General Manager of the Prepaid Debit Card Division of Noventis Inc. Ms. Mends holds a bachelor’s degree in economics from Wellesley College and an MBA from Harvard Business School.
Other Boards and Appointments: Ms. Mends serves on the board of EMERGE Fellows program and sits on the Business Leadership Council at Wellesley College and the Alumni Board of Harvard Business School. She also formerly served as a corporate director of SEP Acquisition Corp. and Limeade Inc.
Director Qualifications: Ms. Mends brings to the Board expertise in business transformation, strategy, and corporate social responsibility, as well as operational experience in the financial services space.
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Stephanie C. Plaines
Director Since: 2026 Age: 59 Committee Memberships: Audit |
| |
Experience: Ms. Plaines previously served as Executive Vice President and Chief Financial Officer of JC Penney, a department store chain, from August 2022 until April 2024. She also served as Executive Vice President and Chief Financial Officer of Jones Lang Lasalle Incorporated (NYSE: JLL), a publicly held real estate services company, from March 2019 to November 2020, U.S. Chief Financial Officer of Starbucks Corporation (NASDAQ: SBUX), a publicly held global chain of coffeehouses and roastery services, from April 2017 to December 2018, and Chief Financial Officer of Sam’s Club eCommerce at Walmart Inc. (NASDAQ: WMT), a warehouse club retail chain, from March 2016 to March 2017. Prior to that, she held executive leadership roles at Ahold Delhaize NV, a multinational retail and wholesale holding company, and PepsiCo., Inc. (NASDAQ: PEP), a publicly held multinational food and beverage company. Ms. Plaines holds a bachelor’s degree in finance from the University of Florida and an M.B.A. from the University of Texas at Austin.
Other Boards and Appointments: Ms. Plaines serves on the board of directors of The Clorox Company (NYSE: CLX), a publicly held manufacturer and marketer of consumer and professional products, and is a member of its Audit Committee. She also serves on the board of directors of Coty Inc. (NYSE: COTY), a publicly held multinational beauty company, where she is Chair of the Audit and Finance Committee. She previously served on the boards of The Nielsen Corporation, a publicly held media measurement and data analytics company, from April 2021 to October 2022 and KKR Acquisition Holdings Corp., a publicly held blank check company, from January 2022 to December 2022.
Director Qualifications: Ms. Plaines brings to the Board extensive financial and accounting expertise, as well as executive leadership experience across a wide variety of consumer, e-commerce, and financial services companies.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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13
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Victoria J. Reich
Director Since: 2011 Age: 68 Committee Memberships: Audit (Chair); Finance |
| |
Experience: Ms. Reich served as the Senior Vice President and Chief Financial Officer of United Stationers Inc. (now known as Essendant, Inc.), a wholesale distributor of business products, from 2007 until 2011. Prior to that, Ms. Reich spent ten years with Brunswick Corporation (NYSE: BC), a manufacturer of recreational marine products, where she most recently was President of Brunswick European Group from 2003 until 2006. She served as Brunswick’s Senior Vice President and Chief Financial Officer from 2000 to 2003 and as Vice President and Controller from 1996 until 2000. Before joining Brunswick, Ms. Reich spent 17 years at General Electric Company (NYSE: GE) where she held various financial management positions. Ms. Reich holds a Bachelor of Science degree in Applied Mathematics – Economics from Brown University.
Other Boards and Appointments: Ms. Reich is a director of Ingredion, Inc. (NYSE: INGR), a publicly held ingredient provider, where she serves as lead independent director, and she also served as a director of Ecolab Inc. (NYSE: ECL), a publicly held provider of water, hygiene, and infection prevention solutions, from 2009 to 2026.
Director Qualifications: Ms. Reich brings to the Board extensive financial management experience, operational experience, and executive leadership abilities.
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THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE NOMINEES FOR DIRECTOR IN THIS PROPOSAL 1.
| |
H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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14
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ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES
The Board of Directors is responsible for overseeing and providing policy guidance on the Company’s business and affairs. During the 2026 fiscal year, the Board of Directors held seven meetings. During the 2026 fiscal year, each incumbent director attended at least 75% of the aggregate total number of meetings of the Board of Directors and Board committees of which the director was a member. Overall, our incumbent directors attended over 97% of all Board of Directors meetings and applicable Board committee meetings held during the 2026 fiscal year.
The four standing committees of the Board, their primary duties, and committee membership are described below. The Company’s Corporate Governance Guidelines, Code of Business Ethics and Conduct, the Board of Directors Independence Standards (the “Independence Standards”), and charters for each of the standing committees may be accessed on the Company’s Investor Relations website at https://investors.hrblock.com/corporate-governance. These documents are also available in print to shareholders upon written request to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105.
| |
Audit Committee
|
| | | |
| |
Committee Members
Ms. Reich (Chair)
Mr. Charnaux(1) Mr. Johnson Ms. Mends Ms. Plaines(1) Mr. Winter(2)
Four meetings in fiscal year 2026
|
| |
■
Approves the appointment of the Company’s independent registered public accounting firm
■
Evaluates the independence and performance of such firm
■
Reviews the scope of the annual audit
■
Reviews and evaluates the effectiveness of the Company’s internal audit function
■
Reviews the effectiveness of the Company’s ERM program and the Company’s major financial risk exposures and the steps management has taken related thereto
■
Ensures that the Company has established a system to enforce the H&R Block Code of Business Ethics and Conduct
■
Oversees risks related to AI, including those associated with data privacy, cybersecurity, regulatory developments, operational integrity, responsible use considerations, and effectiveness of the Company’s governance and control environment
■
Reviews and discusses with management and the independent registered public accounting firm the audited financial statements and accounting principles
See the “Audit Committee Report” on page 62. All of the members of the Audit Committee are independent under regulations adopted by the SEC, NYSE listing standards, and the Independence Standards. The Board has determined that each member of the Audit Committee is financially literate under NYSE guidelines and that Mr. Johnson, Ms. Plaines, Ms. Reich, and Mr. Winter are each an audit committee financial expert pursuant to the criteria prescribed by the SEC.
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|
(1)
Mr. Charnaux and Ms. Plaines were appointed to the Audit Committee effective January 20, 2026.
(2)
Mr. Winter will cease serving on the Audit Committee upon his departure from the Board effective as of the Annual Meeting.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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15
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Compensation Committee
|
| | | |
| |
Committee Members
Mr. Winter (Chair)(1)
Ms. Breig(2) Mr. Cohan Ms. Gupta Mr. Johnson
Five meetings in fiscal year 2026
|
| |
■
Reviews and approves the Company’s overall executive compensation philosophy, including compensation of the executive officers of the Company and its subsidiaries
■
Reviews and formally evaluates the CEO’s performance against corporate goals and objectives and approves the CEO’s compensation
■
Reviews risks related to the Company’s compensation policies and practices
■
Administers the Company’s STI and LTI compensation plans
See the “Compensation Discussion and Analysis” beginning on page 25. The Compensation Committee may delegate authority to subcommittees as the Compensation Committee deems appropriate and in the best interests of the Company and its shareholders, to the extent permitted by applicable law and the NYSE listing standards. All of the members of the Compensation Committee are independent under NYSE listing standards and the Independence Standards.
|
|
(1)
Mr. Winter will cease serving on the Compensation Committee upon his departure from the Board effective as of the Annual Meeting.
(2)
Ms. Breig was appointed to the Compensation Committee effective January 20, 2026.
| |
Governance and Nominating Committee
|
| |||
| |
Committee Members
Ms. Gupta (Chair)
Ms. Breig(1) Mr. Cohan Mr. Gerard(2) Ms. Mends
Five meetings in fiscal year 2026
|
| |
■
Reviews and oversees corporate governance matters
■
Initiates recommendations of nominations for election as a director of the Company
■
Evaluates the performance of the Board
■
Recommends the compensation of the non-employee directors of the Company
■
Reviews and makes recommendations regarding corporate responsibility and sustainability matters when requested by the Board
All of the members of the G&N Committee are independent under NYSE listing standards and the Independence Standards.
|
|
(1)
Ms. Breig was appointed to the Governance & Nominating Committee effective January 20, 2026.
(2)
Mr. Gerard will cease serving on the Governance & Nominating Committee upon his departure from the Board effective as of the Annual Meeting.
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Finance Committee
|
| | | |
| |
Committee Members
Mr. Gerard (Chair)(1)
Mr. Campbell Ms. Reich
One meeting in fiscal year 2026
|
| |
■
Provides advice to management and the Board of Directors concerning:
—
Financial structure of the Company
—
Share repurchases, dividends, and other capital allocation decisions
—
Funding of operations of the Company and its subsidiaries
—
Investment of Company funds
■
Reviews and makes recommendations to the Board regarding capital allocation and proposed acquisitions, dispositions, mergers, joint ventures, investments, and similar transactions
|
|
(1)
Mr. Gerard will cease serving on the Finance Committee upon his departure from the Board effective as of the Annual Meeting.
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H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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16
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DIRECTOR COMPENSATION
The Board considers and determines non-employee director compensation each year, taking into account recommendations from the G&N Committee. The G&N Committee forms its recommendation regarding any proposed changes to non-employee director compensation based on its review of director compensation practices at a specific group of peer companies, based on publicly disclosed information (more discussion of the process for determining our peer group of companies can be found on page 39). The Compensation Committee’s independent compensation consultant and management assist the G&N Committee in its review by accumulating and summarizing market data on director compensation levels and practices at our peer group of companies and reviewing external survey sources.
Compensation elements for our non-employee directors for fiscal year 2026 were as follows:
| |
Compensation Element
|
| |
Amount
(annual) |
|
| | Annual Cash Retainer(1) | | | $85,000 | |
| | Annual Equity Retainer(2) | | | $200,000 (payable in DRSUs) | |
| | Non-Executive Chairman of the Board Retainer(2) | | | $200,000 (payable in DRSUs) | |
| | Chair Retainer(1) | | | | |
| |
■
Audit Committee
|
| | $35,000 | |
| |
■
Compensation Committee
|
| | $25,000 | |
| |
■
G&N Committee
|
| | $20,000 | |
| |
■
Finance Committee
|
| | $15,000 | |
| | Member Retainer(1) | | | | |
| |
■
Audit Committee
|
| | $15,000 | |
| |
■
Compensation Committee
|
| | $10,000 | |
| |
■
G&N Committee
|
| | $7,500 | |
| |
■
Finance Committee
|
| | $5,000 | |
| | Per Meeting Fee(3) | | | $1,500 per meeting | |
(1)
Paid in quarterly installments.
(2)
Equity grants are generally made immediately following election of directors at the Annual Meeting.
(3)
Payable if and only to the extent that total board meetings exceed ten meetings per fiscal year, or committee meetings exceed ten meetings per fiscal year per committee.
Beginning in November 2025, the Company began granting director restricted share unit (“DRSU”) awards for non-employee director equity retainers in place of the deferred stock unit (“DSU”) awards granted in prior years. DRSU awards vest on the first anniversary of the grant date, subject to the director’s continued service on the Board as of such vesting date. If a non-employee director’s service terminates due to death or disability prior to the vesting date, the DRSUs vest upon such termination. Subject to a director’s settlement election, vested DRSUs are settled and paid in shares of common stock either (i) following the vesting date, or (ii) following the six-month anniversary of termination of service as a director. If a non-employee director dies or becomes disabled prior to settlement, the DRSUs are generally settled as soon as reasonably practicable thereafter. Non-employee directors do not receive dividends on outstanding DRSUs; however, dividend equivalents accrue with respect to outstanding DRSUs and are paid upon settlement of the DRSUs.
On November 5, 2025, DRSUs approximately equal in value to $200,000 were granted to each of the Company’s then-current non-employee directors as their annual equity retainer for the period beginning November 5, 2025 and ending at the 2026 Annual Meeting of Shareholders. In addition, Mr. Johnson received DRSUs approximately equal in value to $120,000, representing a prorated non-executive Chairman equity retainer for his service as non-executive Chairman from April 2025 through the 2025 Annual Meeting of Shareholders. Mr. Johnson also received DRSUs approximately equal in value to $200,000 as his annual fiscal year 2026 non-executive Chairman equity retainer. Further, on January 22, 2026, shortly after Ms. Breig, Mr. Charnaux, and Ms. Plaines joined the Board,
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each received DRSUs approximately equal in value to $158,356, representing a prorated annual equity retainer based on the portion of the annual service period remaining through the 2026 Annual Meeting of Shareholders.
The H&R Block, Inc. 2018 Long Term Incentive Plan (the “2018 Plan”), which was approved by our shareholders, limits the aggregate equity and cash compensation to $750,000 that can be paid to a non-employee director of the Company in a calendar year. The limit does not apply to incremental compensation paid to a director solely as non-executive Chairman of the Board, provided that such director does not participate in the decision to award that additional compensation. Similarly, the 2026 Long Term Incentive Plan (the “2026 Plan”), which is described in Proposal 4 of this proxy statement, maintains the same aggregate equity and cash limit. As in the 2018 Plan, this limitation in the 2026 Plan does not apply to incremental compensation paid to a director solely as non-executive Chairman of the Board, provided that such director does not participate in the decision to award that additional compensation. In setting the non-employee director compensation limit, the G&N Committee and the Board reviewed survey data provided by the Compensation Committee’s independent compensation consultant.
The Company provides to its non-employee directors free business travel insurance in connection with Company-related travel and, consistent with the benefit provided to our full-time employees, the opportunity to use our tax preparation services for no charge. In addition, the H&R Block Foundation will match gifts by our directors to any qualified not-for-profit organization on a dollar-for-dollar basis up to an annual aggregate limit of $5,000 per director per calendar year.
The Board has adopted stock ownership guidelines applicable to non-employee directors. The non-employee director ownership guidelines require ownership of a level of qualifying equity securities with an aggregate value of at least five times the annual cash retainer paid to them. Until a non-employee director satisfies the applicable holding requirement, the director is required to retain any covered shares (which include shares owned directly or indirectly by such non-employee director, the after-tax value of vested stock option awards, if any, and share equivalents the non-employee director holds in the Company’s benefit plans). In addition, Board members are subject to our Insider Trading Policy which, among other things, prohibits hedging and pledging transactions related to Company securities.
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DIRECTOR COMPENSATION TABLE
The following table sets forth total director compensation for non-employee directors for fiscal year 2026.
| |
Directors
|
| |
Fees Earned
or Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2)(3) |
| |
Option
Awards ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||
| | Geralyn R. Breig | | | | | 62,641 | | | | | | 151,391 | | | | | | — | | | | | | — | | | | | | 214,032 | | |
| | Christian H. Charnaux | | | | | 61,112 | | | | | | 151,391 | | | | | | — | | | | | | — | | | | | | 212,503 | | |
| | Sean H. Cohan | | | | | 102,500 | | | | | | 198,628 | | | | | | — | | | | | | — | | | | | | 301,128 | | |
| | Robert A. Gerard | | | | | 97,500 | | | | | | 198,628 | | | | | | — | | | | | | 2,500 | | | | | | 298,628 | | |
| | Anuradha (Anu) Gupta | | | | | 115,000 | | | | | | 198,628 | | | | | | — | | | | | | — | | | | | | 313,628 | | |
| | Richard A. Johnson(6) | | | | | 110,000 | | | | | | 516,371 | | | | | | — | | | | | | 5,000 | | | | | | 631,371 | | |
| | Mia F. Mends | | | | | 107,500 | | | | | | 198,628 | | | | | | — | | | | | | 5,000 | | | | | | 311,128 | | |
| | Stephanie C. Plaines | | | | | 61,112 | | | | | | 151,391 | | | | | | — | | | | | | — | | | | | | 212,503 | | |
| | Victoria J. Reich | | | | | 125,000 | | | | | | 198,628 | | | | | | — | | | | | | 5,000 | | | | | | 328,628 | | |
| | Matthew E. Winter | | | | | 125,000 | | | | | | 198,628 | | | | | | — | | | | | | 5,000 | | | | | | 328,628 | | |
(1)
This column includes, as applicable, the annual cash Board retainer and committee chair and member retainers earned or paid for services as a director during fiscal year 2026.
(2)
The dollar amounts represent the grant date fair value under FASB Accounting Standards Codification Topic 718 “Stock Compensation” (“ASC 718”) for DRSUs awarded during fiscal year 2026 to the non-employee director. The grant date fair value of an award is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8: “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended June 30, 2026, as filed with the SEC. As of June 30, 2026, the following DRSUs were outstanding: Ms. Breig – 3,727; Mr. Charnaux – 3,727; Mr. Cohan – 3,927; Mr. Gerard – 3,927; Ms. Gupta – 3,927; Mr. Johnson – 10,209; Ms. Mends – 3,927; Ms. Plaines – 3,727; Ms. Reich – 3,927; and Mr. Winter – 3,927.
(3)
The DRSU award value approved by the Board of Directors for fiscal year 2026 was converted into the number of DRSUs by dividing the dollar amount of the award by the average current market value per share of the Company’s common stock for the ten consecutive trading days ending on the date the DRSUs were granted to the non-employee director. The current market value per share generally is the closing sales price of a share of our common stock as reported on the NYSE. However, the grant date fair value of an award computed in accordance with ASC 718 does not utilize such an average. As such, the value approved by the Board for fiscal year 2026 differs from the value reported in this column.
(4)
As of June 30, 2026, no non-employee director had any stock options outstanding.
(5)
This column represents the H&R Block Foundation matching amount on contributions to 501(c)(3) organizations.
(6)
As discussed above, Mr. Johnson received DRSUs with a grant date fair value of approximately $120,000, representing a prorated non-executive Chairman equity retainer for his service as non-executive Chairman from April 2025 until the 2025 Annual Meeting of Shareholders, in addition to his annual fiscal year 2026 equity retainers as a non-employee director and non-executive Chairman.
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CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our Board of Directors operates under Corporate Governance Guidelines (the “Governance Guidelines”) to assist the Board in exercising its responsibilities. The Governance Guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision-making both at the Board level and the management level, with a view to enhancing shareholder value over the long term. The Governance Guidelines also ensure that the Board will have the necessary authority and practices to review and evaluate the Company’s business operations and make decisions independent of the Company’s management. The Governance Guidelines are not intended to be a static statement of the Company’s policies, principles, and guidelines, and are subject to regular assessment and refinement by the Board.
Annual Evaluation of Board, Committees, and Independent Board Chair
Overview of Evaluation Process
The Board believes that establishing and maintaining a constructive evaluation process is essential to maintaining Board effectiveness and best corporate governance practices. Pursuant to our Corporate Governance Guidelines, the Board evaluates its performance, as well as the performance of the Board Chair, the Board committees, and individual directors, on an annual basis through an evaluation process administered by the G&N Committee, which includes utilizing an independent third party to facilitate evaluations on a periodic basis. The G&N Committee recommends, and the full Board reviews and approves, the evaluation process annually. This annual determination ensures that the evaluation process continues to be effective in identifying areas to enhance the performance and effectiveness of the Board, the Board Chair, the Board committees, and individual directors.
Multi-Step Evaluation Process
This process is aided by a written questionnaire used to facilitate the discussions, which is administered and anonymized by an independent third party. The questionnaire is updated annually to reflect new developments and areas of focus as the G&N Committee determines appropriate and encompasses many factors, including Board size, structure, succession and committees, as well as meeting cadence and Board-Management communication.
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Director Service on Other Boards
The Governance Guidelines provide that directors should not serve on more than three other boards of public companies in addition to the Company’s Board. Before serving on the board of another public company, directors are required to give prior notice to the Board. The CEO of the Company is not permitted to serve on more than one other board of a public company in addition to the Company’s Board and must obtain Board approval prior to serving on the board of any public company. Currently, all director nominees are in compliance with these guidelines.
Mandatory Director Resignation Policies
The Company’s Bylaws provide that any incumbent director who is not elected by a majority of shares entitled to vote on the election and represented in person or by proxy must promptly tender an irrevocable resignation from the Board, subject only to the condition that it is accepted by the Board. The G&N Committee will make a recommendation, and the Board will then act on the tendered resignation, taking into account that recommendation, and publicly disclose its decision and the rationale within ninety days from the date of the certification of the election results. The G&N Committee and the Board may consider any factors or other information considered appropriate and relevant in making their respective decisions. The director who tenders the resignation is not permitted to participate in the proceedings with respect to such resignation. If the Board accepts a director’s resignation, or if a non-incumbent nominee for director is not elected, then the Board may fill the vacant position or decrease the size of the Board in accordance with the Bylaws.
In addition, the Governance Guidelines provide that any director whose principal employment or major responsibilities materially change must tender a resignation from the Board for consideration by the G&N Committee. The G&N Committee will make a recommendation regarding, and the Board will then act on, the tendered resignation.
To be eligible to be a nominee for election as a director, a person must deliver to the Company a written agreement that such person will abide by these director resignation requirements.
Independent Chairman and Board Leadership Structure and Accountability
The Company’s Articles, Bylaws, and the Governance Guidelines require that the Chairman of the Board be an independent director, not simultaneously serving as CEO or President of the Company, who has not previously served as an executive officer of the Company. As Chairman, Mr. Johnson leads all meetings of the Board, including executive sessions of the non-employee directors held at each regular meeting of the Board.
We believe that our current Board structure creates a positive balance in leadership and accountability, as the functions of CEO and Chairman are significantly different. In addition to balancing responsibilities, we believe that this structure enhances the accountability of the CEO to the Board and strengthens the Board’s independence from management. Separating the roles of Chairman and CEO also allows the CEO to focus on running our business and managing the Company in the best interests of our shareholders. At the same time, our non-executive Chairman handles the separate responsibilities of Board and committee scheduling, Board agendas, and other Board organizational tasks, as well as leading the Board in discussions concerning CEO employment and performance evaluation and speaking on behalf of the Board and the Company regarding corporate governance- and investor relations-related issues.
A Substantial Majority of the Board is Independent
As further described in the Governance Guidelines, the Board believes that a substantial majority of the Board should consist of directors who are independent under NYSE listing standards. As described below, ten of the Board’s current eleven directors are independent directors within the meaning of the NYSE listing standards and Independence Standards. Mr. Campbell is not an independent director under the NYSE listing standards or Independence Standards due to his position as our President and CEO. Assuming all nine director nominees are elected at the Annual Meeting, all of the directors,
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other than Mr. Campbell, will be independent directors within the meaning of the NYSE listing standards and Independence Standards.
NYSE listing standards provide that a director does not qualify as independent unless the Board affirmatively determines that the director has no material relationship with the Company. The listing standards permit the Board to adopt and disclose standards to assist the Board in making determinations of independence. Accordingly, the Board has adopted the Independence Standards to assist the Board in determining whether a director has a material relationship with the Company.
Evaluation of Director Independence
In August 2026, the Board conducted an evaluation of director independence regarding the current directors and nominees for director based on the NYSE listing standards and Independence Standards. In addition, the Board also conducted an evaluation of the independence of each of the members of the Audit, Compensation, and G&N Committees in accordance with the requirements of the NYSE listing standards. In connection with this evaluation, the Board considered the responses provided by the directors in their annual director questionnaires and reviewed any relationships between each director or immediate family member and the Company, its subsidiaries, and their employees. As a result of its evaluation, the Board affirmatively determined that Messrs. Charnaux, Cohan, Gerard, Johnson, and Winter and Mses. Breig, Gupta, Mends, Plaines, and Reich are independent. In addition, the Board affirmatively determined that each member of the Audit, Compensation, and G&N Committees is independent under all applicable standards.
Code of Ethics
All directors, officers, and employees of the Company must act ethically and in accordance with the policies set forth in the H&R Block Code of Business Ethics and Conduct (the “Code”). The Code includes guidelines relating to the ethical handling of actual or potential conflicts of interest, compliance with domestic and foreign laws, accurate financial reporting, and procedures for promoting compliance with, and reporting violations of, the Code. In support of the Code, we have established a number of channels for reporting potential ethics violations or similar concerns or for guidance on ethics matters, including via email, telephone, or in-person communications. All individuals have the ability to report concerns or discuss ethics-related matters anonymously.
The Audit Committee has also established procedures for the receipt, retention, and treatment of reports regarding accounting, internal accounting controls, or audit matters, including reports made to the Corporate Secretary by phone at (816) 854-4288 or by email to corporatesecretary@hrblock.com. The Code is overseen by the Company’s Chief Ethics Officer, who is appointed by the Audit Committee. To help ensure the Audit Committee’s effective oversight of our ethics and compliance program, the Audit Committee regularly receives reports from the Chief Ethics Officer and reviews matters related to the Company’s ethics and compliance program.
The Code can be accessed on the Company’s website at https://investors.hrblock.com/corporate-governance. The Code is also available in print to shareholders upon written request to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105. The Company will post any amendments to or waivers of the Code, to the extent applicable to any of the Company’s executive officers or directors as required under applicable rules, on our website.
Succession Planning
The Board recognizes the importance of effective executive leadership to the Company’s success. The Company’s Board is actively engaged and involved in succession planning. The Board discusses the talent pipeline for specific critical roles, and high-potential leaders are given exposure and visibility to Board members through formal presentations and informal events. More broadly, the Board is regularly updated on key talent indicators for the overall workforce, including economic environment, diversity, recruiting, and development programs.
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COMMUNICATIONS WITH THE BOARD
Shareholders and other interested parties wishing to communicate with the Board, the non-employee directors, or an individual Board member concerning the Company may do so by writing to the Board, to the non-employee directors, or to the particular Board member, and mailing the correspondence to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105 or by emailing the correspondence to corporatesecretary@hrblock.com. In addition, our non-executive Chairman and other Board members have made and may in the future make themselves available for consultation and direct communication with significant shareholders.
Please indicate on any written correspondence whether the communication is from a shareholder or other interested party. The Board has instructed the Corporate Secretary and other relevant members of management to examine incoming communications and forward to the Board or individual directors as appropriate, any communication the Corporate Secretary deems relevant to the Board’s roles and responsibilities. The Board has requested that certain types of communications not be forwarded, and redirected if appropriate, such as: spam, business solicitations or advertisements, resumes or employment inquiries, service complaints or inquiries, surveys, or any threatening or hostile materials.
DIRECTOR ATTENDANCE AT ANNUAL MEETINGS OF SHAREHOLDERS
Although the Company has no specific policy regarding director attendance at the Company’s annual meeting of shareholders, all directors are encouraged to attend. All of the Company’s then-current directors virtually attended last year’s annual meeting.
BOARD’S ROLE IN RISK OVERSIGHT
Our Board has oversight responsibility for managing risk, directly and through its various Committees, and management is responsible for the Company’s day-to-day risk management activities. The Company has an ERM team and a management Enterprise Risk Committee to support senior management in fulfilling its day-to-day ERM responsibilities and to support the Board in fulfilling its oversight responsibility for risk management. The Company’s Corporate Secretary oversees the activities of the Enterprise Risk Committee, which is made up of Senior Vice Presidents and Vice Presidents of major business and control functions and members of the ERM team. The Company’s ERM team, working in coordination with the Enterprise Risk Committee assists the Board in its oversight of ERM by creating and facilitating a process to identify, prioritize, monitor, and report on risks and mitigation strategies, overseeing regular reporting of risks to the Board and its committees, identifying additional risk mitigation strategies as appropriate, and monitoring emerging risks.
The Board oversees AI as part of its oversight of the Company’s strategy, and the Audit Committee oversees AI-related risks, including those associated with data privacy, cybersecurity, regulatory developments, operational integrity, responsible use considerations, and the effectiveness of the Company’s governance and control environment. Management regularly updates the Board and Audit Committee on AI initiatives, governance practices, emerging risks, and mitigation efforts and maintains an AI governance framework, including a Global Responsible AI Use Policy designed to support the responsible use of AI across the enterprise. The Board is also responsible for oversight of risks related to corporate responsibility and sustainability matters and receives regular reports from the Company’s Chief People and Culture Officer, including with respect to people development, associate engagement, workforce characteristics, and pay equity, to enable it to assess and manage risks related to the Company’s workforce.
In fulfilling its oversight role, the Board generally focuses on the adequacy of the Company’s risk management and mitigation processes. The Board works with the Company’s Chief Executive Officer, Chief Financial Officer, Chief Legal and Administrative Officer, and Corporate Secretary to determine the Company’s risk tolerance, and works to ensure that management identifies, evaluates, and properly manages the overall risk profile of the Company.
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In addition to the discussion of risk at the Board level, the Board’s standing committees also assess risk exposure as part of their ongoing responsibilities, as follows:
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Committee of the Board
|
| |
Areas of Risk Oversight
|
| |
Additional Information
|
|
| | Audit Committee | | | Responsible for the oversight of policies and processes pertaining to the Company’s ERM program and specifically considers risks and controls relating to, among other things, data and cybersecurity, AI, and the Company’s financial statements and financial reporting processes. Responsible for the Code and for reviewing and approving the appointment of the Company’s Chief Ethics Officer, who manages the Company’s ethics and compliance program. | | | The Company’s Internal Audit department assists the Audit Committee and the Board in their oversight of ERM by ensuring that key risks are included in the audit plan, providing objective assurance to the Board on the effectiveness of risk management processes, and reviewing the management of key risks. | |
| |
Compensation Committee
|
| | Responsible for reviewing the Company’s compensation policies and practices (including enterprise risks and compensation design risks) and the relationship among the Company’s risk management policies and practices, corporate strategy, and compensation policies and practices. | | | The Compensation Committee conducts an annual risk assessment related to the Company’s compensation programs. For more information, see the discussion on page 45 regarding the Company’s compensation policies and practices. | |
| | G&N Committee | | | Responsible for reviewing the Company’s corporate governance policies and practices and making recommendations to the Board that take into account the management of governance-related risk. Reviews and makes recommendations regarding corporate responsibility and sustainability-related risks when requested by the Board. | | | In addition, the G&N Committee’s primary involvement in the director nomination and Board self-evaluation processes assists the Board in reviewing and mitigating risks related to the governance of our Board. | |
| | Finance Committee | | | Responsible for reviewing and approving plans and strategies with respect to financing transactions, acquisitions and dispositions, and other transactions involving financial risks. | | | The Finance Committee reviews the Company’s earnings and free cash flow, its sources and uses of liquidity, compliance with financial covenants, and uses of the Company’s cash. | |
Each of the committee chairs regularly reports to the full Board concerning the activities of the applicable committee, the significant issues it has discussed, and the actions taken by that committee.
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COMPENSATION DISCUSSION AND ANALYSIS
In this section, we describe the compensation of our named executive officers (“named executive officers” or “NEOs”), including an overview of our compensation philosophy and the elements of our executive compensation program. We also explain how and why the Compensation Committee arrives at specific compensation policies and practices involving our NEOs. For our fiscal year 2026, which ended June 30, 2026, our NEOs included the following:
(1)
In connection with Mr. Jones’s retirement, the Board appointed Mr. Campbell as President and CEO effective January 1, 2026.
(2)
Mr. Darling was appointed Chief Retail Officer effective January 1, 2026.
(3)
Mr. Jones retired as President and CEO and from the Board effective December 31, 2025.
EXECUTIVE SUMMARY
Fiscal year 2026 marked the first year of our new expert-led, technology-enabled strategy. Our disciplined execution drove improved performance, enhanced the durability of our business, and strengthened the foundation for long-term growth. Through continued progress against our strategic priorities and disciplined capital allocation practices, we delivered the following results in fiscal year 2026:
| | |
In millions, except per share amounts
|
| |
FY26
|
| | |
FY25
|
| |
Change
|
| |
| | |
Revenue
|
| |
$3,945.4
|
| | |
$3,761.0
|
| |
4.9%
|
| |
| | |
Operating Expenses
|
| |
$3,037.7
|
| | |
$2,933.0
|
| |
(3.6)%
|
| |
| | |
Net Income
|
| |
$736.3
|
| | |
$609.5
|
| |
20.8%
|
| |
| | |
EBITDA1
|
| |
$1,056.9
|
| | |
$976.3
|
| |
8.3%
|
| |
| | |
Earnings Per Share
|
| |
$5.69
|
| | |
$4.42
|
| |
28.7%
|
| |
| | |
Adjusted Earnings Per Share1
|
| |
$5.31
|
| | |
$4.66
|
| |
13.9%
|
| |
| | |
|
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Note: All amounts represent results from continuing operations. All per share amounts are based on weighted average fully diluted shares over the corresponding period.
(1)
Earnings before interest, taxes, depreciation and amortization (EBITDA) and adjusted earnings per share (EPS) are non-GAAP financial measures. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this proxy statement and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP
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Financial Information” beginning on page 32 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2026 filed with the SEC on August 14, 2026.
Executive Compensation Philosophy
Our executive compensation decisions are influenced by a variety of factors, with the Compensation Committee following the below principles for our executive compensation program:
We believe our executive compensation program is reasonable, competitive, and appropriately balances the objectives of recruiting, retaining, and motivating our executives while rewarding performance and aligning management and shareholder interests.
2026 Fiscal Year End Target Pay Mix for NEOs
The performance-based nature of our NEOs’ target total direct compensation at 2026 fiscal year end (generally, the total compensation package excluding benefits) is illustrated below:
PRESIDENT AND CHIEF EXECUTIVE OFFICER TRANSITION
As previously disclosed, on August 7, 2025, Jeffrey J. Jones II notified the Company’s Board of Directors of his intention to retire as President and CEO of the Company effective December 31, 2025. The Board appointed Curtis A. Campbell, then the Company’s President, Global Consumer Tax and Chief Product Officer, to succeed Mr. Jones as President and CEO, and appointed him to the Board, in each case effective immediately upon Mr. Jones’s retirement. This transition reflected the Board’s commitment to a rigorous executive succession planning process and its focus on leadership continuity and industry expertise.
In connection with Mr. Jones’s retirement and pursuant to Mr. Campbell’s offer letter (the “Offer Letter”), effective January 1, 2026, Mr. Campbell became President and CEO, and his compensation consisted of: (i) an annual base salary of $995,000; (ii) a target annual STI opportunity of 125% of his base salary, resulting in a prorated target STI opportunity for fiscal year 2026 of 110% of his average base salary for the fiscal year (taking into account his fiscal year 2026 base salary and STI target opportunity of 95% in his prior position, which were in effect for the first six months of fiscal year
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2026); and (iii) eligibility to participate in the Company’s equity incentive plan for each fiscal year as determined by the Compensation Committee. On January 5, 2026, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2.15 million, which reflects an annualized $6 million LTI opportunity for fiscal year 2026, prorated based on the LTI award Mr. Campbell received in respect of fiscal year 2026 in his prior position and the commencement of his service as President and CEO six months into fiscal year 2026. The Offer Letter also provides that Mr. Campbell will relocate both his principal residence and principal office to the Kansas City metropolitan area and the Company’s world headquarters, respectively, no later than December 31, 2026. To assist Mr. Campbell with his relocation, the Company is providing him with relocation assistance in accordance with the Company’s standard U.S. Domestic Executive Relocation Policy.
Following Mr. Jones’s successful tenure as President and CEO, to support an orderly transition and preserve continuity, Mr. Jones moved to an employee Strategic Advisor role pursuant to his Transition and Strategic Advisor Agreement with the Company dated August 9, 2025 (the “Advisor Agreement”). The Advisor Agreement replaced and superseded Mr. Jones’s Employment Agreement with the Company dated November 4, 2021 (the “Prior Employment Agreement”). The Advisor Agreement provided for the following transition arrangements: (i) Mr. Jones’s retirement as President and CEO and as a member of the Company’s Board effective December 31, 2025; (ii) for fiscal year 2026, Mr. Jones’s base salary remained unchanged, and he was eligible to receive an LTI award (with a grant date of August 31, 2025) and a prorated STI award for the portion of the year he served as President and CEO; and (iii) from January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO and received his monthly base salary during that period, but was not eligible for additional LTI or STI awards. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.
For additional information regarding the CEO transition, including the Offer Letter and the Advisor Agreement, please see our Current Report on Form 8-K filed with the SEC on August 11, 2025.
Transition-Related Retention Awards
In connection with the CEO transition, the Compensation Committee approved one-time retention equity awards for Ms. Mason, Mr. Manuel, and Ms. Redler, with aggregate grant date fair values of $750,000, $750,000, and $500,000, respectively, to retain and incentivize these key executives during an important period of leadership transition. In structuring the awards, the Compensation Committee believed that it was important that a significant majority of the award value be performance-based. Accordingly, the awards were allocated 65% to PSUs and 35% to RSUs, consistent with the Company’s annual grant practices. These one-time retention awards were granted at the same time as their annual LTI awards on August 31, 2025 and have the same vesting terms as their annual LTI awards.
NEW CHIEF RETAIL OFFICER
Effective January 1, 2026, the Board appointed Mark J. Darling, previously Senior Vice President, U.S. Retail Operations of the Company, as Chief Retail Officer. In connection with Mr. Darling’s appointment, the Compensation Committee approved his fiscal year 2026 compensation package, which consisted of a base salary of $425,000, a target STI opportunity equal to 75% of base salary, and an LTI target of $700,000.
ENGAGEMENT WITH OUR SHAREHOLDERS
During fiscal year 2026, our Investor Relations team regularly reached out to many of our shareholders after each earnings call and material news announcement. In addition to our regular outreach this year, we also sent proactive engagement requests to our top 20 institutional shareholders, representing over 60% of our shares outstanding. Our fiscal year 2026 engagement created opportunities for shareholders to interact with our management team through various channels including one-on-one meetings, conferences, and non-deal road shows. These engagements have provided management and the Board with valuable insights into our shareholders’ perspectives on our executive compensation program, governance practices, and other matters of importance to
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them; and we intend to continue these practices regularly. At our 2025 annual meeting, shareholders approved our executive compensation program on an advisory basis, with approximately 96% of votes cast in favor of the proposal, which we believe demonstrates strong shareholder support of our compensation program and practices.
EXECUTIVE COMPENSATION PRACTICES
The Compensation Committee regularly reviews best practices in executive compensation and governance, and revises policies and practices when appropriate. The table below highlights our current compensation practices that we believe demonstrate alignment with our shareholders’ long-term interests, legal and regulatory developments, and corporate governance trends.
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What We Do
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What We Don’t Do
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Tie pay to performance.
Engage in a rigorous performance goal setting process.
Mitigate undue risk through substantial emphasis on long-term equity incentives, caps on potential payments, and clawback provisions and policies.
Provide modest post-termination benefits and double-trigger change in control severance payment provisions.
Require double-trigger vesting of equity awards in the event of a change in control.
Provide only minimal perquisites that we believe have a sound benefit to the Company.
Have rigorous stock ownership and retention guidelines for our executives.
Impose minimum vesting periods for all executives’ equity awards.
Use of an independent compensation consultant by the Compensation Committee.
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No executive employment contracts except with Mr. Campbell and Mr. Jones, our current CEO and former CEO, respectively.
No excise tax gross-ups.
No individual change in control agreements, except for certain double-trigger provisions applicable to Mr. Jones, as described below.
No dividends on any unvested equity awards; dividend equivalents accrue and are payable only upon vesting of the underlying award.
No hedging, pledging or the use of margin accounts related to our stock.
No repricing of stock options or stock appreciation rights without shareholder approval.
Do not allow cash buyouts for stock options or stock appreciation rights with zero intrinsic value.
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Executive Compensation Determination Process
The Compensation Committee holistically considers a variety of factors when making decisions regarding the recruitment, retention, and motivation of our executives. These factors, as they relate to setting target executive compensation opportunities, primarily include:
The Compensation Committee annually reviews tally sheets, which include all components of our compensation program for each NEO. As a part of this process, the Compensation Committee also reviews the total value of each executive’s stock-denominated compensation and the potential costs related to an executive’s termination.
Based on this information and the input of the Compensation Committee’s independent compensation consultant, the Compensation Committee members analyze each NEO’s target total direct compensation and set it at a level that is reasonable and competitive, and that appropriately balances the objectives of our compensation program.
FISCAL YEAR 2026 EXECUTIVE COMPENSATION PROGRAM SUMMARY
Key elements of our fiscal year 2026 NEO compensation program are summarized below. Actual pay outcomes are based on the Company’s performance against specific pre-established annual and multi-year financial, operational, and strategic performance goals, and the Company’s total return to shareholders over time.
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Component
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Purpose
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Characteristics
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Fixed
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Base Salary
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| | Compensates for scope and level of responsibility, experience, and sustained individual performance. | | | Fixed component; any increases are merit-driven and based on the executive’s individual performance and competitive market data. | | |
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Performance-Based
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STI
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Motivates and rewards achievement of pre-established annual financial, operational, and strategic performance objectives.
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Performance-based cash opportunity tied directly to our business plan; actual payouts vary based on achievement of specific performance objectives.
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PSUs
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| | Motivates and rewards achievement of multi-year performance objectives that enhance longer-term shareholder value. | | | Performance-based equity opportunity; amounts realized vary based on actual financial results and stock price over a three-year period. | | |
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Component
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Purpose
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Characteristics
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Retentive Stock Awards
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RSUs
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| | Creates a balanced long-term incentive program, helping to manage equity utilization while aligning to market practice and longer-term shareholder value. | | | Time-based, three-year ratable vesting supports retention; improved stock price performance enhances overall value of awards. | | |
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Other
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Retirement, Health and Welfare Benefits
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Offers market-competitive health insurance options and income replacement upon death or disability.
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Generally the same as those available to all employees, including benefits under a group health plan, a group life insurance program, and a 401(k) plan with Company matching.
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Perquisites
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| | Provides modest benefits that promote health, safety, and work-life balance. | | | An immaterial component of our ongoing executive compensation program. | | |
FISCAL YEAR 2026 COMPENSATION PROGRAM
As previously disclosed, the Compensation Committee undertook a comprehensive redesign of our executive compensation program in fiscal year 2022 to better align our compensation practices and overall incentive plan frameworks with our strategy. For subsequent fiscal years, the Compensation Committee determined to keep the plans and equity mix substantially consistent with those implemented in fiscal year 2022, with the exception of one STI metric change beginning in fiscal year 2024 related to U.S. New Clients, as described below.
NEO Compensation Levels
The Compensation Committee establishes compensation levels based on the factors described above under “Executive Compensation Determination Process” and below under “Compensation Benchmarking.” Annual increases for our NEOs, other than the CEO, are based on evaluation of performance by the CEO and the Compensation Committee, the Company’s performance and outlook for the upcoming fiscal year, and NEO compensation data from our Peer Group companies as well as survey data.
At 2026 fiscal year end, total target direct compensation (“TTDC”) levels for our NEOs were as follows:
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2026 Fiscal Year End NEO Target Compensation
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TTDC % Increase
from Fiscal Year 2025 |
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Officers
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Annual Base Salary
($) |
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STI Target
($) |
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LTI Target
($) |
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TTDC
($) |
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| | Curtis A. Campbell(1) | | | | | 995,000 | | | | | | 1,243,750 | | | | | | 3,850,000 | | | | | | 6,088,750 | | | | | | 126.6% | | |
| | Tiffany L. Mason(2) | | | | | 640,000 | | | | | | 608,000 | | | | | | 1,500,000 | | | | | | 2,748,000 | | | | | | 11.3% | | |
| | Scott R. Manuel(3) | | | | | 630,000 | | | | | | 598,500 | | | | | | 1,500,000 | | | | | | 2,728,500 | | | | | | 11.8% | | |
| | Dara S. Redler(4) | | | | | 565,000 | | | | | | 508,500 | | | | | | 1,350,000 | | | | | | 2,423,500 | | | | | | 2.1% | | |
| | Mark J. Darling(5) | | | | | 425,000 | | | | | | 318,750 | | | | | | 700,000 | | | | | | 1,443,750 | | | | | | N/A | | |
| | Jeffrey J. Jones II(6) | | | | | 995,000 | | | | | | 752,384 | | | | | | 8,300,000 | | | | | | 10,047,384 | | | | | | (6.9)% | | |
(1)
In connection with the CEO transition, effective January 1, 2026, Mr. Campbell’s annual base salary was increased to $995,000 with a target STI opportunity of 125% of his base salary, resulting in an average base salary of $816,041 and a prorated target STI opportunity of 110% for fiscal year 2026. In addition, on January 5, 2026, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2,150,000, which is included in the table above.
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(2)
In connection with the CEO transition, Ms. Mason received a one-time retention LTI award with an aggregate grant date fair value of $750,000, which is not included in the table above.
(3)
In connection with the CEO transition, Mr. Manuel received a one-time retention LTI award with an aggregate grant date fair value of $750,000, which is not included in the table above.
(4)
In connection with the CEO transition, Ms. Redler received a one-time retention LTI award with an aggregate grant date fair value of $500,000, which is not included in the table above.
(5)
Mr. Darling was appointed Chief Retail Officer effective January 1, 2026 and was not a named executive officer during fiscal year 2025. In connection with his appointment, Mr. Darling’s STI target was increased from 70% to 75% of his base salary, resulting in a prorated STI target of 72.48% for fiscal year 2026. In addition, on January 5, 2026, Mr. Darling received a promotion LTI award with an aggregate grant date fair value of $184,951, which is included in the table above.
(6)
In connection with the CEO transition, Mr. Jones’s base salary remained unchanged, and he was eligible to receive an LTI award and a prorated STI award for the portion of the fiscal year that he served as President and CEO. From January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO and received his monthly base salary during that period but was not eligible for additional LTI or STI awards. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.
The TTDC increase for Mr. Campbell was due to his promotion to President and CEO and was based on a competitive review of our Peer Group survey, other market survey data, and individual performance. The TTDC increase for Mses. Mason and Redler and Mr. Manuel were also based on a competitive review of our Peer Group survey and other market survey data, in light of their respective roles and responsibilities, and individual performance. The TTDC decrease for Mr. Jones was due to his retirement and related receipt of a reduced prorated target STI award.
Short-Term Incentive Compensation
Overview
Our executive STI compensation is designed to compensate executives primarily for achieving pre-established performance objectives that relate to our fiscal year business plan. STI compensation is provided under our shareholder-approved H&R Block Executive Performance Plan (“Executive Performance Plan”). Under the Executive Performance Plan, the Compensation Committee may exercise discretion to modify the actual amounts to be paid to each executive, if any, based on subjective determinations or performance against additional objective performance metrics. Performance criteria and objectives may also be adjusted, as necessary, to prevent reduction or enlargement of an award due to extraordinary events generally outside the executives’ control.
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As noted above, given the comprehensive redesign undertaken in fiscal year 2022 to better align our compensation programs with our strategy, the Compensation Committee retained a consistent structure for the STI plan for fiscal year 2026, which is illustrated in the graphic to the right. The only material plan change from the fiscal year 2022 redesign was replacing the “Fund the Future” Cost Savings metric with a U.S. New Clients metric starting in fiscal year 2024, as the Fund the Future strategic goal had been fully achieved. The Compensation Committee believes that this approach maintains the balance between the top- and bottom-line metrics while also reinforcing an alignment with the Company’s strategy and recognizing individual accomplishments.
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Target Awards
STI target opportunities for our NEOs are intended to place a significant portion of our NEOs’ annual cash compensation at risk and to provide competitive total cash compensation opportunities. STI payouts can range from 0% (or 50% if all threshold goals are achieved) to 200% of each NEO’s target STI opportunity, based on performance against pre-established metrics and payout curves.
Each year, the Compensation Committee approves a target opportunity for STI compensation for each NEO that is a percentage of base salary. In August 2025, as part of the Compensation
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Committee’s annual review, the Compensation Committee increased the STI target percentage opportunities for each of Ms. Mason and Mr. Manuel from 90% to 95% of base salary. These increases were made to better align Ms. Mason’s and Mr. Manuel’s respective target STI opportunities with peer group and market benchmarks for comparable executive roles. The target opportunities applicable to our NEOs at 2026 fiscal year end are shown in the table below.
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2026 Fiscal Year End NEO Target
STI Opportunity |
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Officers
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Target STI
(as a % of Salary) |
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Target STI
($) |
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| | Curtis A. Campbell(1) | | | | | 125% | | | | | | 1,243,750 | | |
| | Tiffany L. Mason | | | | | 95% | | | | | | 608,000 | | |
| | Scott R. Manuel | | | | | 95% | | | | | | 598,500 | | |
| | Dara S. Redler | | | | | 90% | | | | | | 508,500 | | |
| | Mark J. Darling(2) | | | | | 75% | | | | | | 318,750 | | |
| | Jeffrey J. Jones II(3) | | | | | 75% | | | | | | 752,384 | | |
(1)
In connection with the CEO transition, effective January 1, 2026, Mr. Campbell’s annual base salary was increased to $995,000 with a target STI opportunity of 125% of his base salary, resulting in an average base salary of $816,041 and a prorated target STI of 110% for fiscal year 2026.
(2)
In connection with Mr. Darling’s promotion to Chief Retail Officer, Mr. Darling’s STI target was increased from 70% to 75% of his base salary, resulting in a prorated STI target of 72.48% for fiscal year 2026.
(3)
In connection with the CEO transition, Mr. Jones’s target fiscal year 2026 STI award was prorated to $752,384 based on the time he served as President and CEO during fiscal year 2026.
In August 2025, the Compensation Committee approved the fiscal year 2026 STI performance objectives applicable to our executives, which are summarized in the graphics below. The Compensation Committee believes that the levels set for the performance metrics, at the time when they were set, appropriately incentivized our executives to meet the Company’s Board-approved fiscal year 2026 operating plan and execute on our enterprise strategy by providing realistically achievable goals, while ensuring that such goals were sufficiently challenging.
Target vs. Actual STI Awards
The following formula is used to calculate the payout awarded for fiscal year 2026 STI compensation:
As a result of our performance in fiscal year 2026, the fiscal year 2026 STI plan funded at 107.4% of target. Following determination of the funded payout, the Compensation Committee then considered individual performance, including leadership, execution of strategic and operational priorities, contributions to enterprise objectives, and overall impact on the business. Based on that assessment, the Compensation Committee applied a 20% positive individual modifier to Mr. Darling’s funded payout to reflect his individual performance and impact to the business. No other NEO received an individual modifier.
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The Company’s results for each performance metric were as follows:
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Criteria
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Threshold
(50%) |
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Target
(100%) |
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Maximum
(200%) |
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Weight
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Result
|
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Payout
Percentage |
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Revenue from Continuing Operations(1)
(in millions) |
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40%
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111.1%
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44.4%
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Pre-Tax Earnings
from Continuing Operations(1)(2) (in millions) |
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40%
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128.5%
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51.4%
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U.S. New Clients(1)(3)
(in thousands) |
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20%
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57.6%
|
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|
11.5%
|
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Total Payout Percentage
|
| | | | 107.4% | | | |||||||||||||||
Note: The criteria, objectives, and results in this table are disclosed in the limited context of our executive compensation program and should not be deemed to apply in other contexts. Payout percentages are rounded to the nearest tenth of a percent.
(1)
The performance metrics were consistent with the Company’s Board-approved fiscal year 2026 operating plan, fiscal year 2026 financial outlook, and enterprise strategy.
(2)
Pre-Tax Earnings from Continuing Operations includes consolidated net earnings for fiscal year 2026 attributable to continuing operations before the deduction of income taxes.
(3)
The U.S. New Clients strategic goal is tied to increasing new clients across our U.S. business lines, including and calculated as follows: (1) Assisted – new clients who did not file an assisted return with the Company in the prior fiscal year; (2) DIY – new, paid online completed returns (excludes all free clients); (3) a Spruce user who makes a deposit for the first time within the fiscal year; (4) a bookkeeping or payroll sign-up directly through our Central Team business services operations; and (5) a new Business Entity Formation order placed during the fiscal year.
The table below shows each NEO’s target opportunity and actual amount earned under our fiscal year 2026 STI program.
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Officers
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Target STI
Opportunity ($) |
| |
Actual Funded
Payout (% of Target) |
| |
Individual
Modifier (%) |
| |
Actual STI
Earned ($) |
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| | Curtis A. Campbell(1) | | | | | 897,645 | | | | | | 107.4% | | | | | | 100% | | | | | | 963,757 | | |
| | Tiffany L. Mason | | | | | 608,000 | | | | | | 107.4% | | | | | | 100% | | | | | | 652,779 | | |
| | Scott R. Manuel | | | | | 598,500 | | | | | | 107.4% | | | | | | 100% | | | | | | 642,580 | | |
| | Dara S. Redler | | | | | 508,500 | | | | | | 107.4% | | | | | | 100% | | | | | | 545,951 | | |
| | Mark J. Darling(2) | | | | | 308,038 | | | | | | 107.4% | | | | | | 120% | | | | | | 396,870 | | |
| | Jeffrey J. Jones II(3) | | | | | 752,384 | | | | | | 107.4% | | | | | | 100% | | | | | | 807,797 | | |
(1)
In connection with the CEO transition, effective January 1, 2026, Mr. Campbell’s annual base salary was increased to $995,000 with a target STI opportunity of 125% of his base salary, resulting in an average base salary of $816,041 and a prorated target STI of 110% for fiscal year 2026.
(2)
In connection with Mr. Darling’s promotion to Chief Retail Officer, Mr. Darling’s STI target was increased from 70% to 75% of
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his base salary, resulting in a prorated STI target of 72.48% for fiscal year 2026. As discussed above, the Committee then applied a 20% positive individual modifier to Mr. Darling’s funded payout to reflect his individual performance and impact to the business.
(3)
In connection with the CEO transition, Mr. Jones’s target fiscal year 2026 STI award was prorated to $752,384 based on the time he served as President and CEO during fiscal year 2026.
Long-Term Incentive Compensation
Overview
We believe that a significant portion of each NEO’s compensation should depend on the long-term value we create for our shareholders. Our LTI compensation is equity-based and is designed to support multiple objectives, including:
■
aligning management’s interests with those of our shareholders;
■
tying compensation to the attainment of long-term financial and operating goals and strategic objectives to drive long-term value creation;
■
ensuring that realized compensation reflects changes in shareholder value over the long term; and
■
recruiting, retaining, and motivating highly skilled executives.
Generally, the Company awards equity-based compensation on an annual basis within 90 days of the beginning of each fiscal year. From time to time, the Company also awards equity-based compensation as part of an employment offer or promotion or, in certain limited instances, as a special award.
Fiscal Year 2026 Performance-Based LTI
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For fiscal year 2026, our NEOs received a mix of equity-based incentive awards as shown in the chart to the right, each of which is explained below.
At the end of the performance period, the Compensation Committee will certify the performance results and percentage payout for PSUs, as well as the resulting final number of units earned by each executive. There are no dividends paid on outstanding LTI during the vesting period, but dividend equivalents accumulate and are paid to the extent the award ultimately vests. Unvested units do not carry voting rights.
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Performance Share Units
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■
PSUs establish a clear connection between NEOs’ compensation and the achievement of financial goals that are important for long-term value creation.
■
The PSUs granted in fiscal year 2026 give a participating NEO the opportunity to earn an initial payout, ranging from 0% (or 50% if the threshold goal is achieved) to 200% of target, based upon the Company’s performance against a pre-established performance metric. This initial payout is then modified based on the Company’s Total Shareholder Return (“TSR”) over the performance period relative to the S&P 400 index.
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For PSUs granted in fiscal year 2026:
■
Performance is measured over a three-year period beginning on July 1, 2025 and ending on June 30, 2028.
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■
The pre-established performance metric is three-year cumulative EBITDA from Continuing Operations (“EBITDA”). The Compensation Committee selected EBITDA as the performance metric because it believes this metric drives sustained value creation over the longer term.
■
The initial payout is then modified, within a range of plus or minus 25%, based on the Company’s TSR over the performance period relative to the S&P 400 index, as follows, with the total payout capped at 200%:
The specific EBITDA performance goal for these PSUs is not disclosed at this time given its competitive sensitivity, but will be disclosed upon completion of the performance period in future proxy statements.
The following formula is used to calculate the final number of earned PSUs, subject to a 200% cap overall:
Executives are required to hold at least 50% of the gross shares earned upon vesting of the PSUs for a period of one year after the vesting date. In addition, vested equity is subject to stock ownership guidelines that may extend the one-year holding period if the guidelines have not yet been met.
Restricted Share Units
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■
RSUs align our NEOs’ compensation with shareholders’ interests as the RSUs’ value varies with fluctuations in our stock price.
■
The RSUs granted in fiscal year 2026 vest ratably over three years, providing a retention incentive for NEOs.
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Fiscal Year 2026 LTI Vesting Provisions
PSUs generally vest on the third anniversary of the grant date. RSUs generally vest in one-third annual increments beginning on the first anniversary of the grant date. However, certain special grants may have a different vesting schedule. Awards may vest upon termination of employment prior to the vesting date under certain circumstances, as described below under “Termination of Employment, Severance, and Transition Arrangements.”
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Fiscal Year 2026 LTI Compensation Awards
For fiscal year 2026, the Company awarded our NEOs PSUs and RSUs in the amounts shown below. The fiscal year 2026 PSUs are performance-based and will vest three years from the grant date, and the fiscal year 2026 RSUs vest in one-third annual increments beginning one year after the grant date.
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Officers
|
| |
Target LTI Award ($)
|
| |
PSUs (#)(1)
|
| |
RSUs (#)(1)
|
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| | Curtis A. Campbell(2) | | | | | 3,850,000 | | | | | | 56,235 | | | | | | 29,034 | | |
| | Tiffany L. Mason(3) | | | | | 1,500,000 | | | | | | 19,477 | | | | | | 10,428 | | |
| | Scott R. Manuel(4) | | | | | 1,500,000 | | | | | | 19,477 | | | | | | 10,428 | | |
| | Dara S. Redler(5) | | | | | 1,350,000 | | | | | | 17,529 | | | | | | 9,385 | | |
| | Mark J. Darling(6) | | | | | 700,000 | | | | | | 8,083 | | | | | | 6,596 | | |
| | Jeffrey J. Jones II(7) | | | | | 8,300,000 | | | | | | 107,771 | | | | | | 57,697 | | |
(1)
Represents the value of our annual LTI compensation program awards, which are subject to rounding. These award values are converted into: (i) the number of PSUs based on the Monte Carlo valuation model as of the grant date and (ii) the number of RSUs based on the closing price of one share of common stock on the grant date. The number of PSUs or RSUs resulting from the conversion of the award value to the number of units awarded is rounded up to the nearest whole unit; such rounded numbers are reflected in the chart above. As such, the award value reported in this column may differ from the accounting grant date fair value under ASC 718.
(2)
As discussed above, in connection with the CEO transition, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2,150,000, which is included in the table above.
(3)
As discussed above, in addition to Ms. Mason’s fiscal year 2026 LTI award, she also received a one-time retention LTI equity award with an aggregate grant date fair value of $750,000. This one-time retention LTI grant was made at the same time as Ms. Mason’s annual LTI grant on August 31, 2025 and is allocated between PSUs (65%) and RSUs (35%). Ms. Mason’s one-time retention LTI award is not included in this table.
(4)
As discussed above, in addition to Mr. Manuel’s fiscal year 2026 LTI award, he also received a one-time retention LTI equity award with an aggregate grant date fair value of $750,000. This one-time retention LTI grant was made at the same time as Mr. Manuel’s annual LTI grant on August 31, 2025 and is allocated between PSUs (65%) and RSUs (35%). Mr. Manuel’s one-time retention LTI award is not included in this table.
(5)
As discussed above, in addition to Ms. Redler’s fiscal year 2026 LTI award, she also received a one-time retention LTI equity award with an aggregate grant date fair value of $500,000. This one-time retention LTI grant was made at the same time as Ms. Redler’s annual LTI grant on August 31, 2025 and is allocated between PSUs (65%) and RSUs (35%). Ms. Redler’s one-time retention LTI award is not included in this table.
(6)
In connection with Mr. Darling’s promotion to Chief Retail Officer, he received a promotion LTI award with an aggregate grant date fair value of $184,951, which is included in the table above.
(7)
Pursuant to the terms of the equity award agreements governing Mr. Jones’s 2026 LTI award, upon his departure from the Company: (i) two-thirds of the RSUs underlying the award forfeited; and (ii) one-third of the PSUs underlying the award will vest subject to attainment of the applicable performance goals at the end of the performance period and the remaining PSUs were forfeited.
VESTING AND PERFORMANCE-BASED PAYOUTS OF FISCAL YEAR 2024 PSUS
Our executives, including our NEOs, received PSUs in fiscal year 2024 (other than Ms. Mason and Messrs. Campbell and Manuel, who were not employed by the Company on the grant date). Performance for these PSUs was based on a three-year period beginning on July 1, 2023 and ending on June 30, 2026. The Compensation Committee certified performance and approved the overall payout in August 2026.
Under the terms of the award agreements for fiscal year 2024 PSUs, a participating executive had the opportunity to earn an initial payout based upon the Company’s performance against a pre-established EBITDA metric. The Compensation Committee selected a preset level of three-year cumulative EBITDA for the performance period. This initial payout was then modified based on the Company’s TSR relative to the S&P 400 index over the performance period. The TSR modifier can increase or decrease the payout by up to 25% of the initial payout amount. However, notwithstanding the result of that calculation, the maximum potential earned amount is capped at 200%.
Based on the Company’s results relative to the preset threshold, target, and maximum, the Compensation Committee approved the below results and applicable EBITDA performance.
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Period
|
| | |
Metric
|
| |
Threshold
(0%) |
| |
Target
(100%) |
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Maximum
(200%) |
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Performance
Percentage |
| |||
| |
July 1, 2023 – June 30, 2026
|
| | |
Three-Year
Cumulative EBITDA from Continuing Operations(1) (in millions) |
| |
|
| | |
|
100.3%
|
| | ||||||
(1)
EBITDA from Continuing Operations is defined as earnings of the Company from continuing operations excluding interest expense, taxes, depreciation and amortization.
The Compensation Committee then applied a TSR modifier of 101.0% based on the Company’s TSR over the performance period relative to the S&P 400, which ranked in the 51st percentile. Based on the performance percentage and the TSR modifier, our NEOs received 101.3% of the PSUs initially granted at target, as well as additional shares of common stock representing dividend equivalents accrued on the number of shares that ultimately vested. The table below shows the target-level opportunity and actual award with respect to the PSUs granted to each of our NEOs in fiscal year 2024:
| |
Officers
|
| |
PSUs
Outstanding (#)(1) |
| | | | |
Performance
Percentage(1) |
| | | | |
TSR Modifier(1)
|
| | | | |
Actual
Shares Received (#)(2) |
| |||||||||||||||||||||
| |
Jeffrey J. Jones II
|
| | | | 113,606.6 | | | | |
|
x
|
| | | |
|
100.3%
|
| | | |
|
x
|
| | | |
|
101.0%
|
| | | |
|
=
|
| | | | | 115,135 | | |
| | Dara S. Redler | | | | | 17,041.7 | | | | |
|
x
|
| | | |
|
100.3%
|
| | | |
|
x
|
| | | |
|
101.0%
|
| | | |
|
=
|
| | | | | 17,271 | | |
| |
Mark J. Darling(3)
|
| | | | 4,369.6 | | | | |
|
x
|
| | | |
|
100.3%
|
| | | |
|
x
|
| | | |
|
101.0%
|
| | | |
|
=
|
| | | | | 4,429 | | |
(1)
The number of PSUs outstanding includes dividend equivalents accrued on the number of PSUs granted in fiscal year 2024. The PSUs outstanding, Performance Percentage, and TSR Modifier are rounded to the nearest tenth for the purposes of this illustration.
(2)
The number of shares actually received by the NEOs includes additional shares of common stock equal in value to the total dividends that would have been paid on the number of shares of common stock that vested pursuant to the payout calculation and are rounded up to the next whole share. Ms. Mason and Messrs. Campbell and Manuel did not receive fiscal year 2024 PSUs, as they were not employed by the Company at the time of grant.
(3)
Mr. Darling was promoted to Chief Retail Officer effective January 1, 2026 and became an NEO as of such date. The fiscal year 2024 PSUs shown above were granted to Mr. Darling prior to his promotion under the Company’s broad-based employee long-term incentive program, and reflect the target levels and terms applicable to his prior role.
As described above, the mandatory post-vesting holding requirement requires that the executive hold at least 50% of the gross shares earned upon vesting of the PSUs for a period of one year after the vesting date.
FISCAL YEAR 2027 COMPENSATION PROGRAM
NEO Compensation Levels
In August 2026, the Compensation Committee approved the TTDC for fiscal year 2027 shown in the table below for our NEOs who served as executive officers at that time:
| | | | |
Fiscal Year 2027 NEO Target Compensation
|
| |
TTDC % Increase
from Fiscal Year 2026 |
| ||||||||||||||||||||||||
| |
Officers
|
| |
Annual
Base Salary ($) |
| |
STI Target
($) |
| |
LTI Target
($) |
| |
TTDC
($) |
| ||||||||||||||||||
| | Curtis A. Campbell | | | | | 995,000 | | | | | | 1,243,750 | | | | | | 7,250,000 | | | | | | 9,488,750 | | | | | | 55.8% | | |
| | Tiffany L. Mason | | | | | 665,000 | | | | | | 631,750 | | | | | | 2,000,000 | | | | | | 3,296,750 | | | | | | 20.0% | | |
| | Scott R. Manuel | | | | | 652,000 | | | | | | 619,400 | | | | | | 1,600,000 | | | | | | 2,871,400 | | | | | | 5.2% | | |
| | Dara S. Redler | | | | | 585,000 | | | | | | 526,500 | | | | | | 1,450,000 | | | | | | 2,561,500 | | | | | | 5.7% | | |
| | Mark J. Darling | | | | | 475,000 | | | | | | 427,500 | | | | | | 900,000 | | | | | | 1,802,500 | | | | | | 24.9% | | |
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The fiscal year 2027 STI and LTI plans, which are substantially consistent with the plans used in fiscal year 2026, were approved by the Compensation Committee in August and September 2026. The only change was a refinement to the U.S. New Clients methodology used in the STI plan to better align with the Company’s strategic initiatives. No changes were made to the LTI plan or equity mix used in fiscal year 2026. The fiscal year 2027 award agreements are materially consistent with the forms filed as Exhibits 10.23 and 10.24 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026. The specific goals for each metric are not disclosed at this time given their competitive sensitivity but will be disclosed upon completion of the performance period in the Compensation Discussion and Analysis section of the applicable proxy statement.
The increase in Mr. Campbell’s TTDC reflects fiscal year 2027 as his first full year serving as President and CEO and an assessment of competitive positioning as compared to Peer Group and market survey data, as well as Mr. Campbell’s individual performance during fiscal year 2026. The TTDC increase for Messrs. Darling and Manuel and Mses. Mason and Redler reflect the Compensation Committee’s review of Peer Group and market survey data as well as its assessment of competitive positioning and individual performance.
OTHER BENEFITS
The Company provides certain benefits to all full-time employees, including employer matching contributions to our qualified retirement plan, an employee stock purchase plan that permits purchases of our common stock at a discount, life insurance, health and welfare benefit programs, and the opportunity to use our tax preparation services at no direct cost. Benefits for executives generally are the same as benefits for all other full-time employees, except that NEOs and certain key employees may participate in our executive group life insurance program and our deferred compensation plan and are entitled to certain relocation benefits as described below. The CEO is also permitted personal use of the Company’s fractional share of a private aircraft as described below. We structure our executive benefit program to be consistent with our philosophy of emphasizing performance-based elements in our executive compensation program. Perquisites represent an immaterial element of our overall executive compensation program.
The Company offers a group life insurance program to executives that provides death benefits up to three times the participating executive’s annual base salary. The death benefits are payable to beneficiaries designated by the participating executive.
Our deferred compensation plan is designed to assist our executives in building retirement savings by offering participants the opportunity to defer their receipt of base salary and STI compensation.
The Company also provides relocation benefits to eligible employees under our U.S. Domestic Executive Relocation Policy. These relocation benefits generally cover certain common relocation expenses and are subject to a clawback requirement. The Company believes that providing relocation benefits under our U.S. Domestic Executive Relocation Policy is important in incentivizing talented executives to relocate themselves and their families to our headquarters in the Kansas City metropolitan area. A recipient is required to repay all or a portion of his or her relocation benefits to the Company in the event of his or her voluntary termination or involuntary termination for cause within 24 months following the relocation date. Pursuant to the Offer Letter, Mr. Campbell became eligible for, and he ultimately received, relocation benefits under this policy.
Aircraft Usage
The Company leases a fractional share of a private aircraft to allow executives to safely and efficiently travel for business purposes. The corporate aircraft allows our executives to be far more productive than commercial flights, as it provides a confidential, safe, and productive environment in which to conduct business. Beginning in fiscal year 2021, the Compensation Committee approved the CEO’s usage of a private aircraft for personal travel up to a specified maximum number of hours per fiscal year. For fiscal year 2026, the Compensation Committee approved a maximum of 30 hours of personal aircraft usage for the CEO, subject to immaterial overages approved by the Compensation Committee Chair in his discretion. In connection with the CEO transition, Mr. Jones retired as President and CEO effective December 31, 2025, and Mr. Campbell assumed the role effective January 1, 2026.
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Accordingly, Mr. Campbell was permitted up to 15 hours of personal aircraft usage for fiscal year 2026, reflecting a prorated allocation for his six months of service as President and CEO during the fiscal year. The Compensation Committee approved this usage for security and safety purposes and to increase the CEO’s efficiency and time available for business. This benefit is taxable to the executive, and no tax gross-up is provided by the Company.
COMPENSATION BENCHMARKING
We benchmark our executive compensation practices relative to publicly disclosed information for a defined group of peer companies, which for fiscal year 2026 is set forth below (the “Peer Group”). We also review compensation data from multiple general industry survey sources, comparing companies of relevant total revenue size and positions of comparable duties for each NEO. For fiscal year 2026, these survey sources included the Radford McLagan Compensation Database and the Willis Towers Watson General Industry Executive Compensation Survey. The Compensation Committee reviews summary Peer Group and survey data to confirm that the market references we use are appropriate for our business, the industries in which we compete for executive talent, and the responsibilities of our senior executives.
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With the input of its independent compensation consultant, the Compensation Committee reviews the Peer Group annually and revises the group as circumstances warrant. We endeavor to identify companies that are comparable to or competitive with our core businesses, including tax and professional products and services, that have similar strategic plans or outlook, or that are comparable on a variety of relevant metrics. As a result of the Compensation Committee’s annual review in November of 2024, with input from its independent compensation consultant, the Compensation Committee removed Workday, Inc., Genpact Limited, and Global Payments Inc. and added Affirm Holdings, Inc., CBIZ, Inc., and Dayforce Inc. to the peer group used for benchmarking fiscal year 2026 compensation. These changes align the Company closer to the median revenue size of its peer group. The graphic to the right shows the Peer Group utilized by the Compensation Committee in benchmarking fiscal year 2026 compensation.
|
| |
FY2026 Peer Group
ACI Worldwide Inc.
Affirm Holdings, Inc. Alight, Inc. CBIZ, Inc. Dayforce Inc. Equifax Inc. Euronet Worldwide, Inc. Gartner, Inc. Insperity, Inc. Intuit Inc. Jack Henry & Associates, Inc. Paychex, Inc. TransUnion TriNet Group, Inc. The Western Union Company WEX Inc. |
|
Fiscal Year 2027 Peer Group
The Compensation Committee conducted its annual review of Peer Group companies to be referenced in setting fiscal year 2027 compensation in November of 2025. With input from its independent compensation consultant, the Compensation Committee determined to replace Dayforce Inc. with Fair Isaac Corporation due to Dayforce Inc. ceasing to be a publicly traded company after being taken private.
ROLES OF THE INDEPENDENT COMPENSATION CONSULTANT, MANAGEMENT, AND THE BOARD IN EXECUTIVE COMPENSATION
Use of External Consultant
In September 2020, the Compensation Committee retained Compensation Advisory Partners LLC (“CAP LLC”) as its external, independent compensation consultant, and CAP LLC has served in that capacity since that time. The Compensation Committee’s independent compensation consultant reports directly to the Committee, and the Committee may replace the consultant or hire additional consultants at any time. The independent compensation consultant advises the Compensation Committee on issues pertaining to executive compensation, including the assessment of market-based compensation levels, the selection of our Peer Group, our pay positioning relative to
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the market, the mix of pay, incentive plan design, and other executive employment matters. The independent consultant provides its advice based in part on prevailing and emerging market practices, as well as our specific business context. The Compensation Committee retains sole authority to hire its compensation consultants, approve fees, determine the nature and scope of services, evaluate performance, and terminate the engagement. The Compensation Committee believes that external compensation consultants for the Compensation Committee should be independent and serve the Compensation Committee exclusively and should not perform any other services for the Company at any time. CAP LLC performs no other services for the Company.
In accordance with the requirements of applicable SEC rules and NYSE listing standards, the Compensation Committee reviewed CAP LLC’s independence and determined that it meets the independence criteria established under such rules and listing standards.
Executive Evaluation Process
The Compensation Committee generally reviews our CEO’s performance each year against pre-established financial, operational, strategic, and individual objectives. Our CEO is responsible for sharing with the Compensation Committee and the Chairman of the Board his accomplishments in light of current year objectives, as well as proposed objectives for the following year. The Compensation Committee keeps the independent members of the Board apprised of its activities related to the review and approval of CEO performance and compensation matters and, from time to time, consults with such independent members on matters concerning CEO performance and compensation. Based on its evaluation, the Compensation Committee determines the CEO’s compensation. The Chairman of the Board and the Compensation Committee Chair then communicate the Compensation Committee’s evaluation and determinations to the CEO. Our CEO does not play a role in determining his own compensation, other than discussing his annual performance review with the Chairman of the Board and sharing his accomplishments and proposed objectives with the Compensation Committee.
The Compensation Committee consults with the CEO concerning the performance of other NEOs and approves the compensation of such officers, taking into account recommendations of the CEO and input from the Board. Our CEO and Chief People and Culture Officer assist the Compensation Committee in reaching compensation decisions regarding executives other than themselves. In addition, the CEO (with input from other senior executives) develops recommendations for the Compensation Committee’s approval regarding performance goals under our STI and LTI compensation programs. Executives do not play a role in determining their own compensation, other than discussing their annual performance reviews with their supervisors and, in the case of the CEO, making recommendations for the Compensation Committee’s approval regarding performance goals under our STI and LTI programs. In its sole discretion, the Compensation Committee reviews the recommendations and approves any changes it determines to be in the best interests of the Company and our shareholders.
OTHER EXECUTIVE COMPENSATION PRACTICES AND POLICIES
Compensation “Clawback” Policy and Restrictive Covenants
In fiscal year 2024, the Company adopted a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”) to comply with the requirements of the Exchange Act, SEC rules and NYSE listing standards, such that in the event of a financial restatement, the Company is required to seek recoupment of certain cash and performance-based equity incentive compensation received or deemed to be received by our current or former Section 16 officers on or after October 2, 2023, to the extent it is determined to have been erroneously paid. The Prior Employment Agreement, the Advisor Agreement, the Executive Performance Plan, equity award agreements under the 2018 Plan, and the H&R Block Executive Severance Plan (“Executive Severance Plan”) each also include a clawback provision that provides the Board with authority to seek reimbursement of performance-based or incentive compensation in a broader set of circumstances. In addition, beginning in fiscal year 2020, equity award agreements provide that all unvested awards that would otherwise be subject to pro-rata or full vesting in the event of a termination will be forfeited by the executive if the Compensation
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Committee determines that the executive engaged in activities that would have been grounds for an involuntary termination for cause.
Our award agreements contain restrictive covenants, including non-competition and non-solicitation provisions, which, if violated, authorize the Company to cancel or rescind the award or seek reimbursement of value received by the individual, consistent with applicable law. In addition, the Executive Severance Plan provides that the Board may recover or require reimbursement of all severance, equity compensation awards (including profits from the sale of Company stock acquired pursuant to such awards), and other payments made to a participant under the Executive Severance Plan if the participant violates the provisions of any confidentiality, non-competition, non-solicitation, or similar agreement or policy. As discussed in Proposal 4, we are seeking shareholder approval of the 2026 Plan, and the 2026 Plan and award agreements under the 2026 Plan will also be subject to a clawback provision consistent with the terms of the Clawback Policy.
Stock Ownership Guidelines
We believe that our executives should have a significant financial stake in the Company, and the Company has adopted stock ownership guidelines that define ownership expectations for certain covered executives. Covered executives are expected to attain and retain a level of qualifying shares equal to a multiple of their annual base salaries. In determining whether a covered executive has met the applicable ownership requirement, we include shares owned by such executive directly or indirectly, share equivalents the executive holds in the Company’s benefit plans, and 50% of any unvested RSUs awarded under the Company’s long-term incentive plans (collectively, “Covered Shares”). Unvested performance awards are not included for purposes of determining compliance with the executive’s ownership requirement.
Our stock ownership guidelines provide that, until a covered executive satisfies the applicable holding requirement, the executive is required to retain a specified percentage of any Covered Shares owned as of the date on which the executive becomes subject to the guidelines or acquired thereafter. The covered executives, required ownership levels, and retention percentages under our stock ownership guidelines are as follows:
| |
Covered Executives
|
| |
Ownership Requirement
|
| |
Retention Percentage
|
| |||
| | CEO | | |
6x Base Salary
|
| | | | 100% | | |
| | Senior Leadership Team | | |
3x Base Salary
|
| | | | 50% | | |
| | Senior Vice Presidents | | |
2x Base Salary
|
| | | | 50% | | |
| | Vice Presidents | | |
1x Base Salary
|
| | | | N/A(1) | | |
(1)
Vice Presidents do not have a specified required retention percentage but are expected to retain shares to achieve their ownership requirement on the required timeline.
Once the covered executive satisfies the applicable ownership requirement, the executive is no longer subject to the retention requirement, so long as such executive’s ownership of Covered Shares continues to exceed the applicable ownership requirement.
The Compensation Committee annually reviews each covered executive’s progress toward meeting the stock ownership guidelines. Each covered executive has five years from the first annual ownership assessment after becoming subject to the guidelines to achieve the respective ownership requirement. All covered executives have either attained or are progressing toward attaining their applicable ownership requirements.
Insider Trading Policy
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. In furtherance of this commitment, the Company has adopted an Insider Trading Policy (the “Insider Trading Policy”) governing the purchase, sale, and other transactions involving our securities by directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the NYSE listing standards. For more information about our Insider Trading Policy, please see the full text
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of the Insider Trading Policy, a copy of which was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2026.
Prohibition on Derivatives Trading and Hedging and Pledging of Our Securities
Our Insider Trading Policy prohibits all directors and employees, including the NEOs, from trading in any puts, calls, covered calls, or other derivative products involving any Company securities. Additionally, our policy prohibits these individuals from engaging in any hedging transactions with respect to any Company securities, which includes the purchase of certain instruments (including “cashless collars,” forward sales contracts, equity swaps or any other similar instruments) designed to hedge, monetize, or offset any decrease in the market value of such securities. The policy also prohibits our employees and directors from pledging, or using as collateral, Company securities to secure personal loans or obligations, which includes a prohibition against holding shares of Company stock in a margin account.
Grant Practices Specific to Stock Options
During fiscal year 2026, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
TERMINATION OF EMPLOYMENT, SEVERANCE, AND TRANSITION ARRANGEMENTS
Termination of Employment Provisions in LTI Award Agreements
The award agreements for equity awards granted pursuant to the 2018 Plan provide for vesting of certain awards outstanding for more than a year in the event of a termination of employment under certain circumstances. An executive’s termination of employment prior to a vesting date will have the following impacts on unvested awards:
| | | | |
PSUs
|
| |
RSUs
|
|
| |
Voluntary Termination that is not a Retirement
|
| |
Forfeit
|
| |
Forfeit
|
|
| |
Termination for Cause
|
| |
Forfeit
|
| |
Forfeit
|
|
| |
Retirement(1)
|
| |
Pro-Rata Vesting(2)
|
| |
Pro-Rata Vesting
|
|
| |
Death or Disability(1)
|
| |
Full Vesting(2)
|
| |
Full Vesting
|
|
| |
Involuntary Termination without Cause(1)
|
| |
Pro-Rata Vesting(2)
|
| |
Forfeit
|
|
| |
Good Reason Termination(1)
|
| |
Pro-Rata Vesting(2)
|
| |
Forfeit
|
|
(1)
Event must occur more than one year following the grant date for pro-rata or full vesting; event within one year of the grant date results in forfeiture.
(2)
For performance-based awards, final vesting is determined based on attainment of applicable performance goals at the end of the performance period.
In addition, all award agreements provide that all unvested awards that would otherwise be subject to pro-rata or full vesting under the termination scenarios described above will be forfeited by the executive if the Compensation Committee determines that the executive engaged in activities that would have been grounds for an involuntary termination for cause while employed by the Company.
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In the event of a change in control, the Compensation Committee may use its discretion to waive the performance goals that apply to performance-based awards. If it does, the units generally will vest based on the executive’s continued employment through the third anniversary of the grant date and the executive will be entitled to receive all or a pro-rata portion of the award in the event of a termination under certain circumstances in connection with or following the change in control. For RSUs, the executive will be entitled to receive full vesting in the event of a termination under certain circumstances (as set forth in the award agreement governing the grant) in connection with a change in control.
Severance Arrangements
The Executive Severance Plan is intended to support a variety of objectives, including (i) standardization of severance policy among the senior officers, which ensures internal parity, simplifies internal administration, and mitigates negotiation at hire and termination, and (ii) the recruiting and retention of highly skilled executives by protecting them from the short-term economic consequences associated with unexpected termination of employment in the absence of cause. Based on advice from the Compensation Committee’s independent compensation consultant, we believe the benefits our NEOs would receive under various severance scenarios are aligned with the market and sufficient to support the above objectives. Mses. Mason and Redler and Messrs. Darling and Manuel are participants in the Executive Severance Plan.
Pursuant to the Offer Letter, in the event of a termination of Mr. Campbell’s employment with the Company after January 1, 2026, either by the Company without “Cause” or by Mr. Campbell with “Good Reason” (within the meanings ascribed to such terms in the Executive Severance Plan), Mr. Campbell will be entitled to receive: (i) payment of his accrued and unpaid base salary and accrued and unused vacation days as of the date of termination; (ii) any annual bonus earned with respect to a fiscal year ending prior to the date of termination but unpaid as of such date; (iii) a lump sum payment equal to the sum of two times his base salary plus two times his STI target; (iv) Company-paid COBRA continuation coverage for up to 24 months after the date of termination; (v) any annual bonus related to the fiscal year in which the termination occurs, calculated based on actual performance and prorated for the number of days of employment in the fiscal year in which the termination occurs; and (vi) any other amounts or benefits due in accordance with the Company’s benefit, equity, or fringe benefit plans, programs, or policies. Beginning January 1, 2026, the severance benefits described above for Mr. Campbell replaced and are in lieu of any severance benefits under the Executive Severance Plan.
Under the terms of the Prior Employment Agreement and the Advisor Agreement, as applicable, Mr. Jones would have participated in the Executive Severance Plan only if and to the extent that the benefits related to equity awards thereunder exceeded those contained in the Prior Employment Agreement or the Advisor Agreement, as applicable.
Change in Control Provisions
Change in control provisions for our NEOs are set forth in the Executive Severance Plan and the LTI award agreements. The Company provides these “change in control” benefits as a means to recruit and retain talented executives, who could have other job alternatives that may appear more attractive absent these benefits. In addition, by providing financial protection in the event that a transaction results in the loss of employment, the change in control program helps to ensure the independence and objectivity of our executives when reviewing potential transactions and that executives will remain focused during periods of uncertainty. All change in control payments under the Executive Severance Plan require both a change in control and the subsequent loss of employment by the NEO (a “double-trigger”).
Change in control provisions for Mr. Jones were set forth in the Prior Employment Agreement and the Advisor Agreement, as applicable, and change in control payments under each agreement included a double-trigger, as described above.
In addition, currently outstanding equity award agreements contain provisions accelerating the vesting of equity awards upon certain changes in control and include a double-trigger, as described
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above. The Company uses this double-trigger equity acceleration policy to protect against the loss of retention power following a change in control and to avoid windfalls, both of which could occur if vesting accelerated automatically as a result of a transaction. As discussed in Proposal 4, we are seeking shareholder approval of the 2026 Plan, which authorizes the Company to include provisions accelerating the vesting of equity awards upon certain changes in control in future award agreements. Award agreements under the 2026 Plan will also contain “double-trigger” acceleration provisions where awards are assumed, substituted for, or continued by the successor company. Consistent with the terms of the 2026 Plan and unless otherwise provided in an award agreement, in the event that equity awards are not assumed, substituted for, or continued in connection with a change in control, such awards will vest immediately prior to the change in control.
The Company has historically avoided the use of excise tax gross-up provisions relating to a change in control and associated “parachute payments” and has no such excise tax gross-up obligations in place with respect to any executive officers. Consistent with the Company’s historical practice, in the future we intend to refrain from providing excise tax gross-up provisions relating to a change in control.
These change in control arrangements are not provided exclusively to the NEOs. A larger group of management employees is eligible to receive many of the change in control benefits described in this section.
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COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based on its review and discussion with management, the Compensation Committee approved the Compensation Discussion and Analysis and recommended to the Board of Directors that it be included in the Company’s 2026 Proxy Statement and the Company’s Annual Report on Form 10-K.
COMPENSATION COMMITTEE
Matthew E. Winter, Chair
Geralyn R. Breig
Sean H. Cohan
Anuradha (Anu) Gupta
Richard A. Johnson
Matthew E. Winter, Chair
Geralyn R. Breig
Sean H. Cohan
Anuradha (Anu) Gupta
Richard A. Johnson
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors, each of whom is independent, served on the Compensation Committee of the Board of Directors during the fiscal year ended June 30, 2026: Matthew E. Winter (Chair), Geralyn R. Breig, Sean H. Cohan, Anuradha (Anu) Gupta, and Richard A. Johnson. No director serving on the Compensation Committee during fiscal year 2026 (i) was or was formerly an officer or employee of the Company or any of its subsidiaries or (ii) had any relationships requiring disclosure in this proxy statement. During fiscal year 2026, none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity, any one or more of whose executive officers served as a director or member of the Compensation Committee of the Company.
RISK ASSESSMENT IN COMPENSATION PROGRAMS
With the assistance of its independent compensation consultant, the Compensation Committee has assessed its broad-based and executive compensation programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. The Compensation Committee identified and assessed the risk profile of each performance-based compensation plan. As a part of this assessment, the Compensation Committee considered several features we have adopted to mitigate potential risks related to our compensation practices, including:
■
Utilizing caps on potential payments of cash and equity compensation;
■
Our LTI vehicles are based on a balanced combination of corporate financial results and stock price performance, and absolute and relative performance, which, along with the payout caps and the holding period requirement related to PSUs, limit the incentive to take excessive risks that may have a significant impact on the Company;
■
Our strong corporate governance policies, including prohibitions on hedging and pledging of Company stock, clawback policies, stock ownership guidelines, and a stand-alone post-vesting holding period of one year for 50% of gross PSUs earned; and
■
The overall design of our compensation programs, including our focus on at-risk compensation that is directly tied to the Company’s performance and utilization of a balanced mix of performance measures, which avoid placing excessive weight on a single performance measure.
As a result of our analysis, the Compensation Committee believes, and its independent compensation consultant concurs, that our compensation policies and practices do not create inappropriate or unintended material risks to the Company as a whole, and that, consequently, our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid to or earned by the Company’s named executive officers for the fiscal years ended June 30, 2026, 2025 and 2024.
| |
Name and
Principal Position |
| |
Fiscal
Year |
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||||||||||||||
| |
Curtis A. Campbell
President and CEO |
| | | | 2026 | | | | | | 816,319 | | | | | | — | | | | | | 3,850,098 | | | | | | — | | | | | | 963,757 | | | | | | 132,254 | | | | | | 5,762,428 | | |
| | | | 2025 | | | | | | 626,717 | | | | | | — | | | | | | 1,500,049 | | | | | | — | | | | | | 540,997 | | | | | | 79,830 | | | | | | 2,747,593 | | | |||
| | | | 2024 | | | | | | 53,915 | | | | | | 200,000 | | | | | | 350,036 | | | | | | — | | | | | | 54,372 | | | | | | 13,916 | | | | | | 672,239 | | | |||
| |
Tiffany L. Mason,
Chief Financial Officer |
| | | | 2026 | | | | | | 636,841 | | | | | | — | | | | | | 2,250,128 | | | | | | — | | | | | | 652,779 | | | | | | 20,339 | | | | | | 3,560,087 | | |
| | | | 2025 | | | | | | 560,934 | | | | | | — | | | | | | 1,300,075 | | | | | | — | | | | | | 481,295 | | | | | | 20,939 | | | | | | 2,363,243 | | | |||
| |
Scott R. Manuel,
Chief Strategy and Operations Officer |
| | | | 2026 | | | | | | 626,209 | | | | | | — | | | | | | 2,250,128 | | | | | | — | | | | | | 642,580 | | | | | | 22,718 | | | | | | 3,541,635 | | |
| | | | 2025 | | | | | | 542,638 | | | | | | — | | | | | | 1,400,104 | | | | | | — | | | | | | 466,710 | | | | | | 17,662 | | | | | | 2,427,114 | | | |||
| |
Dara S. Redler,
Chief Legal and Administrative Officer |
| | | | 2026 | | | | | | 565,000 | | | | | | — | | | | | | 1,850,094 | | | | | | — | | | | | | 545,951 | | | | | | 19,637 | | | | | | 2,980,682 | | |
| | | | 2025 | | | | | | 545,357 | | | | | | — | | | | | | 1,200,117 | | | | | | — | | | | | | 489,062 | | | | | | 21,225 | | | | | | 2,255,761 | | | |||
| | | | 2024 | | | | | | 522,857 | | | | | | — | | | | | | 1,050,070 | | | | | | — | | | | | | 534,091 | | | | | | 18,765 | | | | | | 2,125,783 | | | |||
| |
Mark J. Darling,
Chief Retail Officer |
| | | | 2026 | | | | | | 402,879 | | | | | | — | | | | | | 700,018 | | | | | | — | | | | | | 396,870 | | | | | | 20,117 | | | | | | 1,519,884 | | |
| |
Jeffrey J. Jones II,
Former President and CEO(5) |
| | | | 2026 | | | | | | 995,000 | | | | | | — | | | | | | 8,300,060 | | | | | | — | | | | | | 807,797 | | | | | | 95,872 | | | | | | 10,198,729 | | |
| | | | 2025 | | | | | | 997,734 | | | | | | — | | | | | | 8,300,085 | | | | | | — | | | | | | 1,435,446 | | | | | | 236,072 | | | | | | 10,969,337 | | | |||
| | | | 2024 | | | | | | 1,000,467 | | | | | | — | | | | | | 7,000,047 | | | | | | — | | | | | | 1,703,271 | | | | | | 173,303 | | | | | | 9,877,088 | | | |||
(1)
The amounts shown represent base salary amounts accrued by the Company related to the applicable period, rather than amounts actually paid to the executives. In addition, any base salary changes take effect following Compensation Committee approval, which generally occurs after the start of the fiscal year. Therefore, these numbers vary somewhat from the annual base salaries disclosed in the Compensation Discussion and Analysis. Each of the NEOs contributed a portion of his or her fiscal year 2026 salary to the Company’s 401(k) savings plan, the H&R Block Retirement Savings Plan (“RSP”).
(2)
This column represents the grant date fair value under ASC 718 for performance share units and restricted share units granted during fiscal year 2026, as well as equity awards in prior fiscal years (as applicable). The grant date fair value of these awards is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8 “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended June 30, 2026, as filed with the SEC. These amounts reflect an accounting expense and do not correspond to the actual value that may be realized by the NEOs. In connection with the CEO transition, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2,150,000, which is included in the fiscal year 2026 Stock Awards column above. Also in connection with the CEO transition, each of Ms. Mason, Mr. Manuel, and Ms. Redler received a one-time retention LTI award with an aggregate grant date fair value of $750,000, $750,000, and $500,000, respectively, which retention awards are reflected in the fiscal year 2026 Stock Awards column above. In addition, in connection with Mr. Darling’s promotion to Chief Retail Officer, Mr. Darling received a promotion LTI award with an aggregate grant date fair value of $184,951, which is included in the fiscal year 2026 Stock Awards column above.
(3)
This column represents amounts awarded and earned under the Company’s STI compensation program, as discussed beginning on page 31. The amount for Mr. Campbell reflects his prorated award based on his time serving as President and CEO during fiscal year 2026; the amount for Mr. Jones reflects his prorated award based on his time serving as President and CEO during fiscal year 2026; and the amount for Mr. Darling reflects his prorated award based on his time serving as Chief Retail Officer during fiscal year 2026, as modified by the 20% positive individual modifier applied by the Compensation Committee to reflect Mr. Darling’s individual performance and impact to the business.
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(4)
In valuing personal benefits, we use the incremental cost to the Company of the benefit. The following table sets forth all other compensation for fiscal year 2026:
| |
Name
|
| |
RSP
Contribution Matching ($) |
| |
RSP
True-up Matching ($) |
| |
Group Life
Insurance ($)(a) |
| |
Personal
Usage of Private Aircraft ($)(b) |
| |
Relocation
($)(c) |
| |
Total
($) |
| ||||||||||||||||||
| | Mr. Campbell | | | | | 13,225 | | | | | | — | | | | | | 1,200 | | | | | | 91,662 | | | | | | 26,167 | | | | | | 132,254 | | |
| | Ms. Mason | | | | | 18,125 | | | | | | — | | | | | | 2,214 | | | | | | — | | | | | | — | | | | | | 20,339 | | |
| | Mr. Manuel | | | | | 18,250 | | | | | | 2,308 | | | | | | 2,160 | | | | | | — | | | | | | — | | | | | | 22,718 | | |
| | Ms. Redler | | | | | 17,837 | | | | | | — | | | | | | 1,800 | | | | | | — | | | | | | — | | | | | | 19,637 | | |
| | Mr. Darling | | | | | 13,419 | | | | | | 5,361 | | | | | | 1,338 | | | | | | — | | | | | | — | | | | | | 20,117 | | |
| | Mr. Jones | | | | | 17,377 | | | | | | — | | | | | | 1,200 | | | | | | 77,295 | | | | | | — | | | | | | 95,872 | | |
(a)
Represents the economic value of the death benefit provided by the Company’s group life insurance program. The imputed income reported represents the portion of the premium paid by the Company that is attributable to term life insurance coverage for the executive officer; the program provides only an insurance benefit with no cash compensation element to the executive officer.
(b)
Represents the incremental cost to the Company related to Mr. Jones’s and Mr. Campbell’s, as applicable, personal use of the Company’s fractional share of a private aircraft (incremental cost includes variable costs incurred as a result of personal flight activity, such as hourly charges for each flight, fuel charges, and miscellaneous fees; it excludes non-variable costs, such as the Company’s monthly management fee and insurance fees). Mr. Jones’s and Mr. Campbell’s respective family members or guests accompanied them on certain flights at no incremental cost to the Company.
(c)
Represents: (i) relocation expenses paid by the Company on Mr. Campbell’s behalf totaling $19,687, including house-hunting expenses, home inspection and appraisal costs, and other miscellaneous relocation expenses; and (ii) tax reimbursements totaling $6,481 related to the imputed income resulting from the Company’s payment of certain relocation expenses on Mr. Campbell’s behalf. Additional relocation expenses will be incurred in fiscal year 2027.
(5)
Mr. Jones retired as President and CEO and from the Board effective December 31, 2025. In connection with the CEO transition, Mr. Jones’s base salary remained unchanged, and he was eligible to receive an LTI award and a prorated STI award for the portion of the fiscal year that he served as President and CEO. From January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO and received his monthly base salary during that period but was not eligible for additional LTI or STI awards. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.
GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information about non-equity incentive plan awards, equity incentive plan awards, and stock awards granted to our NEOs during the fiscal year ended June 30, 2026.
| | | | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| | |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| |
Name of Executive
|
| |
Grant
Date |
| |
Approval
Date |
| | |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| | |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| | |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(1) |
| ||||||||||||||||||||||||||||||||||||
| | Campbell(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | - STI Award(3) | | | | | — | | | | | | — | | | | | | | 448,823 | | | | | | 897,645 | | | | | | 1,795,290 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 11,818 | | | | | | — | | | | | | — | | | | | | 595,036 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 22,074 | | | | | | 44,148 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,105,024 | | |
| | - LTI Award(1) | | | | | 1/5/26 | | | | | | 8/8/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 17,216 | | | | | | — | | | | | | — | | | | | | 752,511 | | |
| | - LTI Award(1) | | | | | 1/5/26 | | | | | | 8/8/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 34,161 | | | | | | 68,322 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,397,527 | | |
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|
|
| | | | | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
| | |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||
| |
Name of Executive
|
| |
Grant
Date |
| |
Approval
Date |
| | |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| | |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| | |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(1) |
| ||||||||||||||||||||||||||||||||||||
| | Mason(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | - STI Award(3) | | | | | — | | | | | | — | | | | | | | 304,000 | | | | | | 608,000 | | | | | | 1,216,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,214 | | | | | | — | | | | | | — | | | | | | 262,525 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 9,739 | | | | | | 19,478 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 487,534 | | |
| | - LTI Award | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 10,428 | | | | | | — | | | | | | — | | | | | | 525,050 | | |
| | - LTI Award | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 19,477 | | | | | | 38,954 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 975,019 | | |
| | Manuel(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | - STI Award(3) | | | | | — | | | | | | — | | | | | | | 299,250 | | | | | | 598,500 | | | | | | 1,197,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,214 | | | | | | — | | | | | | — | | | | | | 262,525 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 9,739 | | | | | | 19,478 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 487,534 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 10,428 | | | | | | — | | | | | | — | | | | | | 525,050 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 19,477 | | | | | | 38,954 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 975,019 | | |
| | Redler(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | - STI Award(3) | | | | | — | | | | | | — | | | | | | | 254,250 | | | | | | 508,500 | | | | | | 1,017,000 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 3,476 | | | | | | — | | | | | | — | | | | | | 175,017 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 6,493 | | | | | | 12,986 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 325,040 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 9,385 | | | | | | — | | | | | | — | | | | | | 472,535 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | 17,529 | | | | | | 35,058 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 877,502 | | |
| | Darling(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | - STI Award(3) | | | | | — | | | | | | — | | | | | | | 154,019 | | | | | | 308,038 | | | | | | 616,076 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,115 | | | | | | — | | | | | | — | | | | | | 257,540 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 5,144 | | | | | | 10,288 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 257,509 | | |
| | - LTI Award(1) | | | | | 1/5/26 | | | | | | 11/4/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,481 | | | | | | — | | | | | | — | | | | | | 64,735 | | |
| | - LTI Award(1) | | | | | 1/5/26 | | | | | | 11/4/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 2,939 | | | | | | 5,878 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 120,234 | | |
| | Jones(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | - STI Award(3) | | | | | — | | | | | | — | | | | | | | 376,192 | | | | | | 752,384 | | | | | | 1,504,768 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | — | | | | | | | 57,697 | | | | | | — | | | | | | — | | | | | | 2,905,044 | | |
| | - LTI Award(1) | | | | | 8/31/25 | | | | | | 8/13/25 | | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | 107,771 | | | | | | 215,542 | | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,395,016 | | |
(1)
Amounts represent awards made under the Company’s LTI compensation program and granted pursuant to the 2018 Plan. Dollar values represent the accounting grant date fair value of performance share units and restricted share units under ASC 718. The grant date fair value of these awards is computed in accordance with ASC 718 utilizing assumptions discussed in Note 8 “Stock-Based Compensation” to the Company’s consolidated financial statements in the Form 10-K for the year ended June 30, 2026, as filed with the SEC. The dollar values reflect an accounting expense and do not correspond to the actual value that may be realized by the NEOs.
(2)
In connection with the CEO transition, Mr. Campbell received a promotion LTI award consisting of RSUs and PSUs.
(3)
Amounts represent the potential value of the payouts under the Company’s STI compensation program. Actual fiscal year 2026 STI payout amounts are included in the Summary Compensation Table.
(4)
In connection with the CEO transition, Mr. Manuel, Ms. Mason, and Ms. Redler received one-time retention LTI awards consisting of RSUs and PSUs.
(5)
Mr. Darling was appointed Chief Retail Officer effective January 1, 2026. In connection with his appointment, Mr. Darling received a promotion LTI award consisting of RSUs and PSUs.
(6)
Mr. Jones retired as President and CEO and from the Board effective December 31, 2025. From January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO and received his monthly base salary during that period but was not eligible for additional LTI or STI awards. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.
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|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table summarizes the equity awards made to our NEOs outstanding as of June 30, 2026.
| | | | | | | | | | | | | |
Option Awards
|
| | |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||||||||
| | Name of Executive |
| | |
Grant
Date |
| | |
Vesting
Date |
| | |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| | |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| |||||||||||||||||||||||||||
| |
Campbell
|
| | |
6/3/24
|
| | |
6/3/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2,463 | | | | | | 93,777 | | | | | | — | | | | | | — | | |
| |
8/31/24
|
| | |
8/31/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 15,381 | | | | | | 585,726 | | | ||||
| |
8/31/24
|
| | |
8/31/27(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,852 | | | | | | 222,853 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 22,774 | | | | | | 867,242 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 12,193 | | | | | | 464,305 | | | | | | — | | | | | | — | | | ||||
| |
1/5/26
|
| | |
1/5/29
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 34,616 | | | | | | 1,318,196 | | | ||||
| |
1/5/26
|
| | |
1/5/29(5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,446 | | | | | | 664,326 | | | | | | — | | | | | | — | | | ||||
| |
Mason
|
| | |
8/31/24
|
| | |
8/31/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 13,331 | | | | | | 507,659 | | |
| |
8/31/24
|
| | |
8/31/27(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,073 | | | | | | 193,168 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 20,095 | | | | | | 765,211 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 10,759 | | | | | | 409,694 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 10,048 | | | | | | 382,625 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,379 | | | | | | 204,847 | | | | | | — | | | | | | — | | | ||||
| |
Manuel
|
| | |
8/31/24
|
| | |
8/31/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 13,331 | | | | | | 507,659 | | |
| |
8/31/24
|
| | |
8/31/27(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 6,189 | | | | | | 235,671 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 20,095 | | | | | | 765,211 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 10,759 | | | | | | 409,694 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 10,048 | | | | | | 382,625 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,379 | | | | | | 204,847 | | | | | | — | | | | | | — | | | ||||
| |
Redler
|
| | |
8/31/23
|
| | |
8/31/26
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 16,858 | | | | | | 641,960 | | |
| |
8/31/23
|
| | |
8/31/26
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 3,336 | | | | | | 127,032 | | | | | | — | | | | | | — | | | ||||
| |
8/31/24
|
| | |
8/31/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 12,306 | | | | | | 468,605 | | | ||||
| |
8/31/24
|
| | |
8/31/27(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 4,682 | | | | | | 178,307 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 18,085 | | | | | | 688,678 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 9,683 | | | | | | 368,717 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 6,699 | | | | | | 255,096 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 3,586 | | | | | | 136,565 | | | | | | — | | | | | | — | | | ||||
| |
Darling
|
| | |
8/31/23
|
| | |
8/31/26
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 4,323 | | | | | | 164,603 | | |
| |
8/31/23
|
| | |
8/31/26
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,589 | | | | | | 60,509 | | | | | | — | | | | | | — | | | ||||
| |
8/31/24
|
| | |
8/31/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 3,945 | | | | | | 150,210 | | | ||||
| |
8/31/24
|
| | |
8/31/27(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 2,787 | | | | | | 106,119 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 5,307 | | | | | | 202,967 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 5,277 | | | | | | 200,958 | | | | | | — | | | | | | — | | | ||||
| |
1/5/26
|
| | |
1/5/29
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 2,978 | | | | | | 113,409 | | | ||||
| |
1/5/26
|
| | |
1/5/29(5)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 1,501 | | | | | | 57,148 | | | | | | — | | | | | | — | | | ||||
| |
Jones(6)
|
| | |
8/31/23
|
| | |
8/31/26
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 112,383 | | | | | | 4,279,552 | | |
| |
8/31/23
|
| | |
8/31/26
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 22,232 | | | | | | 846,590 | | | | | | — | | | | | | — | | | ||||
| |
8/31/24
|
| | |
8/31/27
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 85,110 | | | | | | 3,240,980 | | | ||||
| |
8/31/24
|
| | |
8/31/27(3)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 32,377 | | | | | | 1,232,924 | | | | | | — | | | | | | — | | | ||||
| |
8/31/25
|
| | |
8/31/28
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | — | | | | | | — | | | | | | 111,190 | | | | | | 4,234,099 | | | ||||
| |
8/31/25
|
| | |
8/31/28(4)
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | 59,527 | | | | | | 2,266,795 | | | | | | — | | | | | | — | | | ||||
| |
H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
|
| |
49
|
|
(1)
Market value was determined using the closing price of the Company’s common stock of $38.08, which was the closing price as reported on the NYSE on June 30, 2026 (the last trading day of fiscal year 2026).
(2)
Represents PSUs. Actual shares delivered under these awards are subject to performance conditions and therefore may vary from the target units reported here.
(3)
These RSUs vest in two equal increments on 8/31/26 and 8/31/27.
(4)
These RSUs vest in one-third increments on 8/31/26, 8/31/27, and 8/31/28.
(5)
These RSUs vest in one-third increments on 1/5/27, 1/5/28, and 1/5/29.
(6)
Mr. Jones retired as President and CEO and from the Board effective December 31, 2025. From January 1, 2026 through September 2, 2026, Mr. Jones served as a Strategic Advisor to the President and CEO. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms. Mr. Jones’s employment with the Company concluded on September 2, 2026.
OPTION EXERCISES AND STOCK VESTED TABLE
The following table summarizes the value realized by the NEOs upon option award exercises and stock award vesting during the fiscal year ended June 30, 2026.
| | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
| |
Name of Executive
|
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized on Exercise
($) |
| |
Number of Shares
Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
| | Campbell | | | | | — | | | | | | — | | | | | | 5,297 | | | | | | 236,200 | | |
| | Mason | | | | | — | | | | | | — | | | | | | 2,456 | | | | | | 123,660 | | |
| | Manuel | | | | | — | | | | | | — | | | | | | 2,995 | | | | | | 150,798 | | |
| | Redler | | | | | — | | | | | | — | | | | | | 23,692 | | | | | | 1,192,892 | | |
| | Darling | | | | | — | | | | | | — | | | | | | 4,740 | | | | | | 238,659 | | |
| | Jones | | | | | 273,905 | | | | | | 4,335,758 | | | | | | 155,949 | | | | | | 7,852,032 | | |
(1)
Amounts in this column reflect restricted share units and performance share units that vested during the fiscal year ended June 30, 2026 (including dividend equivalents accumulated as the date of vesting).
NONQUALIFIED DEFERRED COMPENSATION
The Company provides the H&R Block, Inc. Deferred Compensation Plan for Executives, a nonqualified plan (the “DC Plan”), to employees who meet certain eligibility requirements. The DC Plan is intended to pay, out of the general assets of the Company, an amount substantially equal to the deferrals and Company contributions, adjusted for any earnings or losses. The Company does not provide any matching contributions for this plan.
Participants can elect to defer from 0% to 100% of eligible base salary and up to 100% of annual bonus on a pre-tax basis. The DC Plan offers various investment options (which mirror the options available under the Company’s 401(k) plan) to participants. Participant deferrals are credited to a bookkeeping account that is administered by Fidelity Investments. Earnings are credited to each participant’s account based on the investment options selected by such participant. Participants may change or reallocate their investments at any time but can only change the deferral amount once per year.
Participants can elect to receive in-service payments or lump-sum or monthly payments over one to 15 years following termination from service or disability. To ensure compliance with IRC Section 409A, the DC Plan provides that the payments following termination shall not be made earlier than six months after the termination date. Amounts deferred under the DC Plan by NEOs, if any, are included in the appropriate column of the Summary Compensation Table.
| |
H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
|
| |
50
|
|
The following table summarizes our NEOs’ compensation under the DC Plan for Executives during the fiscal year ended June 30, 2026.
| |
Name of Executive
|
| |
Executive
Contributions in Last FY ($) |
| |
Registrant
Contributions in Last FY ($) |
| |
Aggregate
Earnings (Loss) in Last FY ($)(1) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($)(2) |
| |||||||||||||||
| | Campbell | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Mason | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Manuel | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Redler | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Darling | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Jones | | | | | 1,291,876 | | | | | | 96,647 | | | | | | — | | | | | | 201,500 | | | | | | 1,590,024 | | |
(1)
The amounts in this column are not included in the Summary Compensation Table because they are not above-market or preferential earnings on deferred compensation.
(2)
Amounts in this column include NEO contributions previously reflected in Summary Compensation Tables included in the Company’s proxy statements for prior fiscal years and any earnings thereon.
EMPLOYMENT AGREEMENTS, CHANGE IN CONTROL AND OTHER ARRANGEMENTS
Jeffrey J. Jones II Prior Employment Agreement and Advisor Agreement
The Company and Mr. Jones entered into the Prior Employment Agreement in November 2021, which was in effect for part of fiscal year 2026 and a copy of which is filed as Exhibit 10.1 to our Current Report on Form 8-K filed on November 4, 2021. As previously disclosed, in August 2025, the Company and Mr. Jones entered into the Advisor Agreement, which replaced and superseded the Prior Employment Agreement in its entirety and is described below. A copy of the Advisor Agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 11, 2025.
Term. The Advisor Agreement included a Transition Term, during which Mr. Jones continued to serve as President and CEO until December 31, 2025 (the “Transition Term”), and an Advisory Term, which commenced January 1, 2026 and ended September 2, 2026, during which Mr. Jones served as a Strategic Advisor to the Company (the “Advisory Term” and, together with the Transition Term, the “Term”).
Compensation. The Advisor Agreement provided for a base salary of $995,000 during the Term, and Mr. Jones was not eligible for any future increase in base salary. The Advisor Agreement also provided for a target STI award equal to 150% of base salary, in respect of fiscal year 2025 and one-half of fiscal year 2026 (the portion of fiscal year 2026 in which Mr. Jones served as President and CEO). Mr. Jones was not eligible to participate in or receive a cash bonus in respect of any portion of fiscal year 2027. In addition, the Advisor Agreement provides that Mr. Jones was eligible to receive an LTI award in respect of fiscal year 2026 and to continue to participate in the Company’s LTI plan with respect to prior years’ awards, but he was not eligible to participate in or receive an LTI award in respect of any portion of fiscal year 2027. In addition, other than as provided in Mr. Jones’s current form of equity award agreement, he was not eligible for any special or accelerated vesting with respect to any of his currently held long-term incentive plan awards.
Restrictive Covenants. The Advisor Agreement imposes restrictive covenants on Mr. Jones, which include non-hire, non-solicitation, non-competition, and non-disparagement during the term and for two years following his last day of employment, and non-disclosure of proprietary information during the term and thereafter in perpetuity.
Severance Benefits. In the event of a termination prior to the end of the Transition Term by the Company other than for Cause or by Mr. Jones for Good Reason, subject to his execution of a release, Mr. Jones would have been entitled to a lump-sum payment equal to two times his base salary and his target bonus; an amount equal to the COBRA premium for 24 months following termination; and a
| |
H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
|
| |
51
|
|
pro-rata bonus for the year of termination based on actual Company and individual performance for the applicable fiscal year.
If Mr. Jones’s employment would have been terminated prior to the end of the Transition Term within 24 months following a Change in Control or within 120 days prior to a transaction that constitutes a “change in control” under IRC Section 409A by the Company other than for Cause or by Mr. Jones for Good Reason, Mr. Jones would have been entitled to a lump-sum payment equal to two times his base salary and his target bonus; an amount equal to the COBRA premium for 24 months following termination; and a pro-rata bonus for the year of termination based on target performance.
Death or Disability. In the event of Mr. Jones’s death or disability, he or his representatives would have been entitled to a pro-rata bonus for the year of termination based on actual Company and individual performance for the applicable fiscal year. If Mr. Jones’s death or disability occurred within 24 months following a Change in Control or within 120 days prior to a transaction that constitutes a “change in control” under IRC Section 409A, Mr. Jones would have been entitled to a pro-rata bonus for the year of termination based on target performance.
Definitions. For purposes of the Advisor Agreement, the following terms are defined to mean:
“Cause”: any one or more of the following grounds:
(i)
Mr. Jones’s commission of an act materially and demonstrably detrimental to the Company or any affiliate, which act constitutes gross negligence or willful misconduct by Mr. Jones in the performance of his material duties to the Company or any affiliate;
(ii)
Mr. Jones’s commission of any material act of dishonesty or breach of trust resulting or intending to result in material personal gain or material enrichment of Mr. Jones at the expense of the Company or any affiliate;
(iii)
Mr. Jones’s violation of certain covenants related to confidentiality, non-hiring of employees, and non-solicitation of customers, and non-competition; or
(iv)
The inability of the Company or any affiliate to participate in any activity subject to government regulation and material to the Company’s or any affiliate’s business solely as a result of any willful action or inaction by Mr. Jones.
“Change in Control”: defined in the 2018 Plan.
“Good Reason”: any one or more of the following grounds unless cured within thirty days of receipt of notice thereof:
(i)
A material diminution in Mr. Jones’s base salary or target bonus opportunity;
(ii)
Relocation of Mr. Jones’s location of employment outside of the Kansas City, Missouri metropolitan area;
(iii)
A material diminution in Mr. Jones’s responsibilities, duties or authority, authority as President and CEO of the Company, or a requirement to report to anyone other than the Company’s Board of Directors; or
(iv)
Any other action or inaction that constitutes a material breach by the Company of the Advisor Agreement.
New CEO Offer Letter
In connection with Mr. Campbell’s appointment as President and CEO of the Company effective January 1, 2026, the Company and Mr. Campbell entered into an Offer Letter on August 9, 2025, a copy of which is filed as Exhibit 10.2 to our Current Report on Form 8-K filed on August 11, 2025. The principal terms of the Offer Letter are described below.
Pursuant to the Offer Letter, Mr. Campbell remained as President, Global Consumer Tax and Chief Product Officer with his then-current compensation and benefits until January 1, 2026. Effective
| |
H&R Block, Inc. | Notice of Annual Meeting of Shareholders and 2026 Proxy Statement
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| |
52
|
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January 1, 2026, Mr. Campbell became President and CEO and was appointed to the Company’s Board to fill the vacancy resulting from Mr. Jones’s retirement.
Beginning January 1, 2026, Mr. Campbell’s compensation consisted of: (i) an annual base salary of $995,000; (ii) a target annual STI opportunity of 125% of his base salary, resulting in a prorated target STI opportunity for fiscal year 2026 of 110% of his average base salary for the fiscal year (taking into account his fiscal year 2026 base salary and STI target opportunity of 95% in his prior position, which were in effect for the first six months of fiscal year 2026); and (iii) eligibility to participate in the Company’s equity incentive plan for each fiscal year as determined by the Compensation Committee. On January 5, 2026, Mr. Campbell received a promotion LTI award with an aggregate grant date fair value of $2.15 million, which reflects an annualized $6 million LTI award for fiscal year 2026, prorated based on the LTI award Mr. Campbell received in respect of fiscal year 2026 in his prior position and the commencement of his service as President and CEO six months into fiscal year 2026.
Pursuant to the Offer Letter, in the event of a termination of Mr. Campbell’s employment with the Company after January 1, 2026, either by the Company without “Cause” or by Mr. Campbell with “Good Reason” (within the meanings ascribed to such terms in the Executive Severance Plan), Mr. Campbell will be entitled to receive: (i) payment of his accrued and unpaid base salary and accrued and unused vacation days as of the date of termination; (ii) any annual bonus earned with respect to a fiscal year ending prior to the date of termination but unpaid as of such date; (iii) a lump sum payment equal to the sum of two times his base salary plus two times his STI target; (iv) Company-paid COBRA continuation coverage for up to 24 months after the date of termination; (v) any annual bonus related to the fiscal year in which the termination occurs, calculated based on actual performance and prorated for the number of days of employment in the fiscal year in which the termination occurs; and (vi) any other amounts or benefits due in accordance with the Company’s benefit, equity, or fringe benefit plans, programs, or policies. Beginning January 1, 2026, the severance benefits described above for Mr. Campbell replaced and are in lieu of any severance benefits under the Executive Severance Plan.
The Offer Letter also provides that Mr. Campbell will relocate both his principal residence and principal office to the Kansas City metropolitan area and the Company’s world headquarters, respectively, no later than December 31, 2026. To assist Mr. Campbell with his relocation, the Company is providing him with relocation assistance in accordance with the Company’s U.S. Domestic Executive Relocation Policy.
H&R Block Executive Severance Plan
Messrs. Darling and Manuel and Mses. Mason and Redler participate in the Executive Severance Plan. Pursuant to the Prior Employment Agreement and the Advisor Agreement, as applicable, Mr. Jones would have participated in the Executive Severance Plan only if and to the extent that the benefits related to equity awards thereunder exceeded those contained in the Prior Employment Agreement or the Advisor Agreement, as applicable.
Eligibility. The Compensation Committee determines the Company associates who participate in the Executive Severance Plan.
Severance Benefits. If a participant incurs a Qualifying Termination, a Good Reason Termination, or a Change in Control Termination (which includes a participant’s Good Reason Termination within 75 days immediately preceding or within 18 months immediately following a Change in Control, as defined in the Executive Severance Plan), subject to the execution of a release, he or she is entitled to receive a lump sum severance amount equal to:
(i)
In the case of a Change in Control Termination, two times the participant’s annual base salary and STI target amount, and in the case of a Qualifying Termination that is not a Change in Control Termination, one and one-half times annual base salary and STI target amount; and
(ii)
An amount equal to the participant’s COBRA subsidy multiplied by 12, if the participant was enrolled in the Company’s applicable health, dental, and vision benefits on the termination date.
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The Company will also provide reasonable outplacement assistance for a period not to exceed 15 months. The participant is entitled to a pro-rata award of any amounts payable under the Company’s STI compensation plan, based upon the participant’s actual performance and the attainment of goals established as determined by the Board in its sole discretion.
Definitions. For purposes of the Executive Severance Plan, the following terms are defined to mean:
“Cause”: any of the following unless, if capable of cure, such events are fully corrected in all material respects by the participant within 10 days after the Company provides notice of the occurrence of such event:
(i)
Misconduct that materially interferes with or materially prejudices the proper conduct of the business of the Company;
(ii)
Commission of an act materially and demonstrably detrimental to the good will of the Company;
(iii)
Commission of any act of dishonesty or breach of trust resulting or intending to result in material personal gain or enrichment of the participant at the expense of the Company;
(iv)
Violation of any non-competition, non-solicitation, confidentiality or similar restrictive covenant under any employment-related agreement, plan, or policy with respect to which the participant is a party or is bound; or
(v)
Conviction of, or plea of guilty or nolo contendere to, a misdemeanor involving an act of moral turpitude or a felony.
“Good Reason Termination”: a separation from service which is initiated by the participant, subject to certain notice requirements, on account of one or more of the following conditions without the consent of the participant that is not substantially remedied by the Company:
(i)
A material diminution in the participant’s base compensation;
(ii)
A material diminution in the participant’s authority, duties, or responsibilities;
(iii)
The Company’s change by more than 50 miles in the primary geographic location at which the participant must perform the services; or
(iv)
Any other action or interaction that constitutes a material breach by the Company of any written employment-related agreement between the participant and the Company.
“Qualifying Termination”: the involuntary separation from service by the Company under circumstances not constituting Cause but does not include the elimination of the participant’s position where the participant was offered a comparable position with the Company or with a party that acquires any assets from the Company, the redefinition of participant’s position to a lower compensation rate or grade, or the participant’s death or disability.
Equity Award Agreements
In connection with equity awards our executives enter into equity award agreements that provide for acceleration of vesting or acceleration of forfeiture of the awards upon certain events. See “Termination of Employment Provisions in LTI Award Agreements” in the Compensation Discussion and Analysis above. Applicable definitions are as follows:
Retirement. Our standard equity award agreements define “Retirement” as voluntary termination at or after (i) reaching age 55 with at least five years of service with the Company or (ii) reaching age 60.
Severance Benefits; Death or Disability. “Qualifying Termination” and “Good Reason Termination” are defined as described above under “H&R Block Executive Severance Plan.” “Disability” means (i) for participants covered by a group long-term disability program, the participant is receiving income replacement benefits for at least three months under the program because of any physical or mental impairment expected to result in death or last for a continuous period of at least 12 months (a
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“qualifying impairment”); or (ii) in all other cases, the participant is unable to engage in any substantial gainful activity for a period of at least nine months because of a qualifying impairment.
In the event of a Change in Control Termination (as defined in the applicable award agreement), the participant becomes vested in all outstanding restricted share unit awards. After a change in control, the Compensation Committee may, in its discretion, equitably adjust the performance goals or payment formula that apply to performance share units, as determined necessary due to the change in control. Following a change in control, PSUs generally will vest as a result of the executive’s continued employment through the third anniversary of the grant date and the Company’s level of performance during the performance period. However, if an executive’s employment terminates before such third anniversary due to certain qualifying terminations that occur in connection with the change in control, or disability, death or retirement, the executive may be entitled to receive all or a pro-rata portion of the award.
The terms of the fiscal year 2026 LTI awards are described in more detail above under the headings “Fiscal Year 2026 Compensation Program.”
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and certain of our officers, including each of our named executive officers, on a form previously approved by our Board. These agreements are intended to supplement our officer and director liability insurance and to provide the officers and directors with specific contractual assurance that the protection provided by our Bylaws will continue to be available regardless of, among other things, an amendment to the Bylaws or a change in management or control of the Company.
In general, the indemnification agreement provides that, subject to the provisions set forth therein, the Company will indemnify and hold harmless the director or officer (each, an “Indemnitee”) against all direct and indirect costs and liabilities incurred by an Indemnitee, to the fullest extent permitted by applicable law, in connection with any actions, claims, suits or other proceedings brought against such Indemnitee by reason of (i) the fact that the Indemnitee is or was a director, officer or other fiduciary of the Company or, at the request of the Company, a director, officer or other fiduciary of a subsidiary of the Company, or (ii) any action taken, or failure to act, by such Indemnitee in such capacity. The indemnification agreement provides contractual assurances regarding the scope of the indemnification as permitted by the Missouri General and Business Corporation Law and the Bylaws.
Under the Indemnification Agreement, an Indemnitee will have the right to advancement by the Company of expenses as they are actually and reasonably paid or incurred in connection with defending a claim covered by the Indemnification Agreement prior to the final disposition of such claim. The Indemnitee is required to repay any expenses advanced to the Indemnitee if such Indemnitee is determined not to be entitled to indemnification by the Company.
The above description of the terms of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is filed with the SEC as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2012.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table summarizes the potential payments our NEOs would receive in the event of termination or a change in control of the Company, except for Mr. Jones. For Mr. Jones, who was no longer serving as an NEO at the end of fiscal year 2026, the table reflects the circumstances of his actual departure. For Messrs. Campbell, Darling, and Manuel and Mses. Mason and Redler, this table assumes the relevant triggering event occurred on June 30, 2026, and the value of the equity-based awards included below was therefore determined using the closing price of the Company’s common stock of $38.08, which was the closing price as reported on the NYSE on June 30, 2026 (the last trading day of fiscal year 2026). Accordingly, the amounts provided in this table for each of our NEOs (except for Mr. Jones) are based on hypothetical circumstances, may materially differ from actual amounts
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payable upon the triggering event, and the actual amounts to be paid out can only be determined at the time of such triggering event.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE
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Name of Executive
|
| |
Termination
without Cause ($) |
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Termination for
Good Reason ($) |
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Termination
without Cause or for Good Reason in Connection with a Change in Control ($) |
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Retirement
($) |
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Death or
Disability ($) |
| |||||||||||||||
| | Campbell(1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Cash
|
| | | | 4,477,500 | | | | | | 4,477,500 | | | | | | 4,477,500 | | | | | | — | | | | | | — | | |
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Restricted Share Units
|
| | | | — | | | | | | — | | | | | | 1,445,261 | | | | | | — | | | | | | 316,630 | | |
| |
Performance Share Units
|
| | | | 357,944 | | | | | | 357,944 | | | | | | 2,771,163 | | | | | | — | | | | | | 585,726 | | |
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Health and Welfare Plan Benefits
|
| | | | 49,482 | | | | | | 49,482 | | | | | | — | | | | | | — | | | | | | — | | |
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Outplacement Services
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | 4,884,926 | | | | | | 4,884,926 | | | | | | 8,693,924 | | | | | | — | | | | | | 902,356 | | |
| | Mason(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Cash
|
| | | | 1,872,000 | | | | | | 1,872,000 | | | | | | 2,496,000 | | | | | | — | | | | | | — | | |
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Restricted Share Units
|
| | | | — | | | | | | — | | | | | | 807,710 | | | | | | — | | | | | | 193,168 | | |
| |
Performance Share Units
|
| | | | 310,236 | | | | | | 310,236 | | | | | | 1,655,495 | | | | | | — | | | | | | 507,659 | | |
| |
Health and Welfare Plan Benefits
|
| | | | 22,485 | | | | | | 22,485 | | | | | | — | | | | | | — | | | | | | — | | |
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Outplacement Services
|
| | | | 15,000 | | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | 2,219,721 | | | | | | 2,219,721 | | | | | | 4,959,204 | | | | | | — | | | | | | 700,827 | | |
| | Manuel(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1,842,750 | | | | | | 1,842,750 | | | | | | 2,457,000 | | | | | | — | | | | | | — | | |
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Restricted Share Units
|
| | | | — | | | | | | — | | | | | | 850,212 | | | | | | — | | | | | | 235,671 | | |
| |
Performance Share Units
|
| | | | 310,236 | | | | | | 310,236 | | | | | | 1,655,495 | | | | | | — | | | | | | 507,659 | | |
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Health and Welfare Plan Benefits
|
| | | | 24,741 | | | | | | 24,741 | | | | | | — | | | | | | — | | | | | | — | | |
| |
Outplacement Services
|
| | | | 15,000 | | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | 2,192,727 | | | | | | 2,192,727 | | | | | | 4,962,707 | | | | | | — | | | | | | 743,329 | | |
| | Redler(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Cash
|
| | | | 1,610,250 | | | | | | 1,610,250 | | | | | | 2,147,000 | | | | | | — | | | | | | — | | |
| |
Restricted Share Units
|
| | | | — | | | | | | — | | | | | | 810,620 | | | | | | — | | | | | | 305,338 | | |
| |
Performance Share Units
|
| | | | 892,665 | | | | | | 892,665 | | | | | | 2,054,339 | | | | | | — | | | | | | 1,110,565 | | |
| |
Health and Welfare Plan Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Outplacement Services
|
| | | | 15,000 | | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | 2,517,915 | | | | | | 2,517,915 | | | | | | 5,011,960 | | | | | | — | | | | | | 1,415,903 | | |
| | Darling(2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | 1,115,625 | | | | | | 1,115,625 | | | | | | 1,487,500 | | | | | | — | | | | | | — | | |
| |
Restricted Share Units
|
| | | | — | | | | | | — | | | | | | 424,734 | | | | | | — | | | | | | 166,628 | | |
| |
Performance Share Units
|
| | | | 247,253 | | | | | | 247,253 | | | | | | 630,319 | | | | | | — | | | | | | 314,813 | | |
| |
Health and Welfare Plan Benefits
|
| | | | 22,485 | | | | | | 22,485 | | | | | | — | | | | | | — | | | | | | — | | |
| |
Outplacement Services
|
| | | | 15,000 | | | | | | 15,000 | | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | 1,400,363 | | | | | | 1,400,363 | | | | | | 2,542,553 | | | | | | — | | | | | | 481,440 | | |
| | Jones(3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| |
Cash
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Restricted Share Units
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Performance Share Units
|
| | | | — | | | | | | — | | | | | | — | | | | | | 3,610,936 | | | | | | — | | |
| |
Health and Welfare Plan Benefits
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| |
Outplacement Services
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | — | | | | | | — | | | | | | — | | | | | | 3,610,936 | | | | | | — | | |
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(1)
Based on a hypothetical trigger date of June 30, 2026, payments to Mr. Campbell would be made pursuant to the terms of the Offer Letter and various equity award agreements described above under “Employment Agreements, Change in Control and Other Arrangements” and “Termination of Employment, Severance, and Transition Arrangements.”
(2)
Based on a hypothetical trigger date of June 30, 2026, payments to Messrs. Darling and Manuel and Mses. Mason and Redler would be made pursuant to the terms of the Executive Severance Plan and various equity award agreements described above under “Employment Agreements, Change in Control and Other Arrangements” and “Termination of Employment, Severance, and Transition Arrangements.”
(3)
As discussed above, Mr. Jones was not serving as an NEO at the end of fiscal year 2026 and departed from the Company on September 2, 2026. Mr. Jones did not receive any special or accelerated vesting of his fiscal year 2026 LTI awards or previously outstanding LTI awards, and such awards were forfeited or vested on a pro rata basis in accordance with their terms.
PAY RATIO DISCLOSURE
Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule that requires a public company to disclose the ratio of the annual total compensation of its CEO to the median annual total compensation of its employees (other than its CEO). During fiscal year 2026, Mr. Jones served as our President and CEO from July 1, 2025 until December 31, 2025, and Mr. Campbell assumed service as our President and CEO beginning January 1, 2026. As required by SEC rules, in calculating the compensation of our CEO for purposes of the pay ratio disclosure, the Company annualized the base salary, fiscal year 2026 LTI awards, and fiscal year 2026 STI award provided during fiscal year 2026 to Mr. Campbell, who served as CEO on June 30, 2026, the date which we selected to identify the median employee (the “Pay Ratio Determination Date”). Presented below is the ratio of the annualized total compensation of Mr. Campbell to the annual total compensation of our median employee.
On the Pay Ratio Determination Date, the Company and its consolidated subsidiaries had approximately 13,213 U.S. employees and 5,415 non-U.S. employees, for a total of 18,628 employees. This population consisted of full-time, part-time, seasonal, and temporary employees.
To identify the median employee from the employee population of the Company and its consolidated subsidiaries, we compared the amount of salary and wages paid to employees (excluding Mr. Campbell), as reflected in our payroll records for our 2026 fiscal year. We annualized compensation for employees who were hired in fiscal 2026 but did not work for us the entire year, excluding seasonal and temporary employees. No cost-of-living adjustments were made in identifying the median employee.
The identified median employee was a seasonal associate whose total hours worked during the year was equivalent to approximately four months of a full-time associate’s hours worked. After the median employee was identified, we calculated such employee’s annual total compensation using the same methodology used for the Company’s named executive officers as set forth in the fiscal year 2026 Summary Compensation Table of this proxy statement.
For fiscal year 2026, the annualized total compensation for Mr. Campbell was $8,462,606 and the annual total compensation for the median employee, excluding Mr. Campbell, was $22,712, which resulted in a ratio of 373 to 1. As noted above, as required by SEC rules, Mr. Campbell’s base salary, fiscal year 2026 LTI awards, and fiscal year 2026 STI award provided during fiscal year 2026 have been annualized for purposes of calculating the pay ratio. As a result of annualizing, the amount of Mr. Campbell’s compensation disclosed in this paragraph and included in the pay ratio calculation is greater than the amount of his total compensation included in the “Summary Compensation Table” above.
The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. We believe that our calculated ratio is a reasonable estimate calculated in a manner consistent with the pay ratio disclosure requirements. The pay ratios reported by other companies, including those within our Peer Group and industry, may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation
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practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the Compensation Committee nor management of the Company used the pay ratio measure in making compensation decisions.
PAY VERSUS PERFORMANCE
Pay versus Performance Table
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid or “CAP” (as defined by SEC rules) and certain financial performance of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” on page 25 above.
| | | | | Summary Compensation Table Total for Campbell ($)(2) | | | Compensation Actually Paid to Campbell ($)(3) | | | Summary Compensation Table Total for Jones ($)(4) | | | Compensation Actually Paid to Jones ($)(5) | | | Average Summary Compensation Table Total for Non-PEO NEOs ($)(6) | | | Average Compensation Actually Paid to Non-PEO NEOs ($)(7) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($, in 000s) | | | Continuing Operations ($, in 000s)(10) | | |||||||||||||||||||||||||||||||||
| | Fiscal Year(1) | | | Company Total Shareholder Return ($)(8) | | | Peer Group Total Shareholder Return ($)(9) | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| | 2025 | | | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | 2024 | | | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | 2023 | | | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
| | 2022 | | | | | N/A | | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
(1)
The following table lists the PEO and non-PEO NEOs for each of fiscal years 2026, 2025, 2024, 2023, and 2022.
| | Year | | | PEO | | | Non-PEO NEOs | |
| | 2026 | | | Curtis A. Campbell, | | | Tiffany L. Mason, Scott R. Manuel, Dara S. Redler, and Mark J. Darling | |
| | 2025 | | | Jeffrey J. Jones II | | | Tiffany L. Mason, Curtis A. Campbell, Scott R. Manuel, Dara S. Redler, and Tony G. Bowen | |
| | 2024 | | | Jeffrey J. Jones II | | | Tony G. Bowen, Curtis A. Campbell, Dara S. Redler, and Kellie J. Logerwell | |
| | 2023 | | | Jeffrey J. Jones II | | | Tony G. Bowen, Karen A. Orosco, Dara S. Redler, and Kellie J. Logerwell | |
| | 2022 | | | Jeffrey J. Jones II | | | Tony G. Bowen, Karen A. Orosco, Dara S. Redler, Kellie J. Logerwell, and Thomas A. Gerke | |
(2)
Reflects compensation amounts reported in the Summary Compensation Table for our President and CEO (our principal executive officer or “PEO”), Curtis A. Campbell , for the applicable period shown.
(3)
Represents the amount of “compensation actually paid” to Mr. Campbell, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Campbell during the applicable period. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Campbell’s total compensation for the applicable period to determine the compensation actually paid. The assumptions we used to calculate the values for stock awards included in the calculation of compensation actually paid for Mr. Campbell did not differ materially from those used to calculate grant date fair value for such awards. We did not report a change in pension value for any of the periods reflected in the Summary Compensation Table for Mr. Campbell as we do not have a pension plan.
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| | Curtis A. Campbell | | | 2026 | | |||
| | SCT Total Compensation ($) | | | | | | | |
| | Stock Award Values Reported in SCT for the Covered Year ($) | | | | | ( | | |
| | Fair Value as of Year End for Stock Awards Granted in the Covered Year ($) | | | | | | | |
| | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | | | | ( | | |
| | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | | | | | ( | | |
| | Fair Value of Stock Awards Forfeited during the Covered Year ($) | | | | | | | |
| | Compensation Actually Paid ($) | | | | | | | |
(4)
Reflects compensation amounts reported in the Summary Compensation Table for our former President and CEO (and former PEO), Jeffrey J. Jones II, for the respective periods shown.
(5)
Represents the amount of “compensation actually paid” to Mr. Jones, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Jones during the applicable period. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Mr. Jones’s total compensation for each period to determine the compensation actually paid. The assumptions we used to calculate the values for stock awards included in the calculation of compensation actually paid for Mr. Jones did not differ materially from those used to calculate grant date fair value for such awards. We did not report a change in pension value for any of the periods reflected in the Summary Compensation Table for Mr. Jones as we do not have a pension plan.
| | Jeffrey J. Jones II | | | 2026 | | | 2025 | | | 2024 | | | 2023 | | | 2022 | | |||||||||||||||
| | SCT Total Compensation ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Stock Award Values Reported in SCT for the Covered Year ($) | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
| | Fair Value as of Year End for Stock Awards Granted in the Covered Year ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | |||
| | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | |||
| | Fair Value of Stock Awards Forfeited during the Covered Year ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Compensation Actually Paid ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
(6)
Represents the average of the amounts reported for the Company’s NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable period.
(7)
Represents the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable period. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs’ average total compensation for each period to determine the compensation actually paid. The assumptions we used to calculate the values for stock awards included in the calculation of compensation actually paid for the NEOs did not differ materially from those used to calculate grant date fair value for such awards. We did not report a change in pension value for any of the periods reflected in the Summary Compensation Table for the NEOs as we do not have a pension plan.
| | | | | 2026 | | | 2025 | | | 2024 | | | 2023 | | | 2022 | | |||||||||||||||
| | Average SCT Total Compensation ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Average Stock Award Values Reported in SCT for the Covered Year ($) | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | | | | | ( | | |
| | Average Fair Value as of Year End for Stock Awards Granted in the Covered Year ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | Average Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years ($) | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | |||
| | Average Change in Fair Value of Stock Awards from Prior Years that Vested in the Covered Year ($) | | | | | ( | | | | | | | | | | | | | | | | ( | | | | | | | | |||
| | Average Fair Value of Stock Awards Forfeited during the Covered Year ($) | | | | | | | | | | ( | | | | | | | | | | | | | | | | | | ||||
| | Average Compensation Actually Paid ($) | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
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(8)
Company TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.
(9)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of the period. The peer group used for this purpose is the S&P 400 Consumer Services Industry Group Index, which is the same group used by the Company for purposes of compliance with Item 201(e)(1)(ii) of Regulation S-K.
(10)
We determined EBITDA from Continuing Operations to be the most important financial performance measure used to link Company performance to CAP to our PEO and Non-PEO NEOs in fiscal years 2026, 2025, 2024, and 2023. EBITDA from Continuing Operations is a non-GAAP measure that is defined in the Compensation Discussion and Analysis section of this Proxy Statement. EBITDA from Continuing Operations may not have been the most important financial performance measure for fiscal year 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Financial Performance Measures
As described in greater detail in Compensation Discussion and Analysis beginning on page 25, our approach to executive compensation is designed to recruit, retain, and motivate talented executives, directly link pay to performance over both short-term and multi-year periods, and align management and shareholder interests. The most important financial measures used by the Company to link compensation actually paid (as defined by SEC rules) to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are:
■
■
■
■
Analysis of the Information Presented in the Pay versus Performance Table
While we utilize several performance measures to align executive compensation with performance, not all of those measures are presented in the Pay versus Performance table. The Company seeks to incentivize both short- and long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as defined by SEC rules) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphic descriptions of the relationships between information presented in the Pay versus Performance table.
CAP and TSR*
CAP, Net Income and EBITDA from
Continuing Operations*
Continuing Operations*
*
All figures in the above graphs are from the Pay versus Performance table above.
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EQUITY COMPENSATION PLANS
The following table provides information about the Company’s common stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of June 30, 2026. As of June 30, 2026, the Company had two active stock-based compensation plans: the 2018 Plan and the H&R Block, Inc. 2000 Employee Stock Purchase Plan (as amended and restated effective January 1, 2020). Our shareholders have approved all of the Company’s current stock-based compensation plans.
As discussed in Proposal 4, we are asking our shareholders to approve the adoption of the 2026 Plan at the Annual Meeting. If the 2026 Plan is approved by shareholders, beginning one business day after the Annual Meeting we will make grants of equity-based compensation to employees and non-employee directors under the 2026 Plan, and the 2018 Plan will terminate at that time except with respect to outstanding awards thereunder.
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Plan Category
|
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Number of securities to
be issued upon exercise of outstanding options, warrants, and rights (A) (# 000) |
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Weighted-average
exercise price of outstanding options, warrants, and rights (B) ($) |
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Number of securities
remaining available for future issuance under equity compensation plans excluding securities reflected in column (A) (C) (# 000) |
| |||||||||
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Equity compensation plans
approved by security holders |
| | | | — | | | | | $ | — | | | | | | 8,440 | | |
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Equity compensation plans not
approved by security holders |
| | | | — | | | | | | — | | | | | | — | | |
| | Total | | | | | — | | | | | $ | — | | | | | | 8,440 | | |
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AUDIT COMMITTEE REPORT
The Company’s management is responsible for preparing financial statements in accordance with GAAP and the financial reporting process, including the Company’s disclosure controls and procedures and internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for (i) auditing the Company’s financial statements and expressing an opinion as to their conformity to GAAP and (ii) auditing the effectiveness of the Company’s internal control over financial reporting and expressing an opinion as to its effectiveness. The Audit Committee of the Board of Directors, composed solely of independent directors, meets periodically with management, including the Vice President, Internal Audit (the employee with primary responsibility for the Company’s internal audit functions) and others in the Company, and the Company’s independent registered public accounting firm to review and oversee matters relating to the Company’s financial statements, audit services (internal audit) activities, disclosure controls and procedures, and internal control over financial reporting and non-audit services provided by the independent accountants. In addition, the Audit Committee pre-approved all audit and non-audit fees paid to such firm.
The Audit Committee has reviewed and discussed with management and Deloitte, the Company’s independent registered public accounting firm, the Company’s audited financial statements for the fiscal year ended June 30, 2026. The Audit Committee has also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received from Deloitte the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee concerning independence, discussed with Deloitte its independence from the Company and the Company’s management, and considered whether Deloitte’s provision of non-audit services to the Company is compatible with maintaining the auditor’s independence.
The Audit Committee conducted its own self-evaluation and evaluation of the services provided by Deloitte during the fiscal year ended June 30, 2026. Based on its evaluation of Deloitte, the Audit Committee reappointed Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors of the Company that the Company’s audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2026, for filing with the SEC.
AUDIT COMMITTEE
Victoria J. Reich, Chair
Christian H. Charnaux
Richard A. Johnson
Mia F. Mends
Stephanie C. Plaines
Matthew E. Winter
Victoria J. Reich, Chair
Christian H. Charnaux
Richard A. Johnson
Mia F. Mends
Stephanie C. Plaines
Matthew E. Winter
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AUDIT FEES
The following table presents fees for professional services rendered by Deloitte for the audit of the Company’s annual financial statements for the years ended June 30, 2026 and June 30, 2025, and fees billed for other services rendered by Deloitte for such years. Fees disclosed below include fees actually billed and expected to be billed for services relating to the applicable fiscal year.
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Fiscal Year
2026 |
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Fiscal Year
2025 |
| ||||||
| | Audit Fees | | | | $ | 3,070,221 | | | | | $ | 2,976,995 | | |
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Audit-Related Fees
|
| | | $ | 124,774 | | | | | $ | 121,195 | | |
| | Tax Fees | | | | $ | 8,258 | | | | | $ | 145,194 | | |
| | All Other Fees | | | | | — | | | | | | — | | |
| | Total Fees | | | | $ | 3,203,253 | | | | | $ | 3,243,384 | | |
Audit Fees consist of fees for professional services rendered for the audit of the Company’s financial statements and review of financial statements included in the Company’s quarterly reports and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.
Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor. Amounts included consist of fees incurred relating to support of business acquisition and divestiture activities, independent assessments of internal controls, audits of employee benefits plan financial statements, and other audit-related services.
Tax Fees consist of fees for the preparation or review of original and amended tax returns, claims for refunds and tax payment-planning services for tax compliance, tax planning, tax consultation, and tax advice. Amounts included above consist of fees incurred relating to transfer pricing studies, technical consultation related to international tax matters, and other tax advisory services.
All Other Fees are fees billed for professional services that were not the result of an audit, review, or tax-related services, and have historically consisted primarily of subscriptions to human resources publications and related items.
The Audit Committee has adopted policies and procedures for pre-approving audit and non-audit services performed by the independent auditor so that the provision of such services does not impair the auditor’s independence. All fees reported above were approved pursuant to the policy. Under the Audit Committee’s pre-approval policy, the terms and fees of the annual audit engagement require specific Audit Committee approval. Other types of services are eligible for general pre-approval. Unless a type of service to be provided by the independent auditor has received general pre-approval, it will require specific Audit Committee pre-approval. In addition, any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee.
General pre-approval granted under the Audit Committee’s pre-approval policy extends to the next fiscal year following the date of pre-approval. The Audit Committee reviews and pre-approves services that the independent auditor may provide without obtaining specific Audit Committee pre-approval on an annual basis and revises the list of general pre-approved services from time to time. In determining whether to pre-approve audit or non-audit services (regardless of whether such approval is general or specific pre-approval), the Audit Committee will consider whether such services are consistent with the SEC’s rules on auditor independence. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality. All such factors will be considered as a whole and no one factor is necessarily determinative. The Audit Committee will also consider the relationship between fees for audit and
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non-audit services in deciding whether to pre-approve any such services. The Audit Committee may determine for each fiscal year the appropriate ratio between Audit Fees and Audit-Related Fees, Tax Fees, and All Other Fees.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Audit Committee at its next scheduled meeting.
The Audit Committee has concluded that the provision of non-audit services provided to the Company by Deloitte during the 2026 fiscal year was compatible with maintaining its independence.
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The Board
unanimously recommends a vote FOR Proposal 2 |
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PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Board’s Audit Committee has appointed Deloitte as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending June 30, 2027. As a matter of good corporate governance, the Audit Committee submits its selection of Deloitte to our shareholders for ratification and will consider the vote of our shareholders when appointing our independent registered public accounting firm in the future. A representative of Deloitte is expected to attend the Annual Meeting to respond to appropriate questions and will have an opportunity to make a statement, if desired. For additional information regarding the Company’s relationship with Deloitte, please refer to the “Audit Committee Report” and “Audit Fees” sections above.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 2.
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The Board
unanimously recommends a vote FOR Proposal 3 |
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PROPOSAL 3 – ADVISORY APPROVAL OF THE COMPANY’S
NAMED EXECUTIVE OFFICER COMPENSATION |
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The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act require that we permit our shareholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in the “Compensation Discussion and Analysis” section, the Summary Compensation Table and accompanying executive compensation tables, and the related narrative disclosure beginning on page 25. At our 2023 annual meeting, our shareholders approved, on an advisory basis, that an advisory vote on executive compensation should be held annually. Based on such result, our Board determined that the advisory vote on executive compensation will be held every year until the next advisory vote on the frequency of future advisory votes on executive compensation.
We believe that our compensation programs and policies reflect an overall pay-for-performance culture that is strongly aligned with the interests of our shareholders. We are committed to utilizing a mix of incentive compensation programs that will reward success in achieving the Company’s financial objectives and growing value for shareholders, and we will continue to refine these incentives to maximize Company performance. The Compensation Committee of the Board has overseen the development of a compensation program designed to achieve pay-for-performance and alignment with shareholder interests, as described more fully in the “Compensation Discussion and Analysis” section beginning on page 25. The compensation program was designed in a manner that we believe is reasonable, competitive, and appropriately balances the goals of recruiting, retaining, and motivating our executives while rewarding performance and aligning management and shareholder interests.
The Company and the Board regularly evaluate our compensation policies and practices to ensure they are meeting our objectives and are consistent with corporate governance best practices. As part of that process, the Compensation Committee and the Board consider the results of our shareholder advisory vote on executive compensation. At our 2025 annual meeting of shareholders held on November 5, 2025, our shareholders approved our fiscal year 2025 compensation awarded to our NEOs with approximately 96% of the votes cast in favor of the proposal. The Compensation Committee will continue to routinely evaluate and enhance or modify our compensation program, as appropriate, after considering the views of our shareholders.
For the reasons discussed above and in the “Compensation Discussion and Analysis” section beginning on page 25, the Board recommends that shareholders vote in favor of the following “say-on-pay” resolution:
“Resolved, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, narrative discussion and any related material disclosed in this proxy statement, is hereby approved.”
Because your vote is advisory, it will not be binding upon the Company, the Board, or the Compensation Committee. However, because we value the views of our shareholders, the Compensation Committee will continue to consider the outcome of the vote when considering future executive compensation arrangements.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 3.
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The Board
unanimously recommends a vote FOR Proposal 4 |
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PROPOSAL 4 – APPROVAL OF THE 2026 LONG TERM INCENTIVE PLAN
|
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SUMMARY
Shareholders are being asked to approve the adoption of the 2026 Plan at the Annual Meeting. The 2026 Plan will replace and supersede our existing 2018 Plan as the Company’s operative equity plan for new future grants. The 2026 Plan was approved by the Board, based on the recommendation of the Compensation Committee, on September 15, 2026, and will become effective, subject to approval by the shareholders at the Annual Meeting, one business day following that approval.
The Compensation Committee of the Board has established long-term, equity-based compensation as a significant component of overall compensation. The Compensation Committee emphasizes long-term compensation to support multiple objectives, including: (i) aligning management’s interests with those of shareholders, (ii) tying compensation to the attainment of long-term goals and strategic objectives, thereby mitigating incentive for management to pursue short-term objectives at the expense of long-term priorities, (iii) ensuring that realized compensation reflects changes in shareholder value over the long-term, and (iv) attracting and retaining highly skilled executives. Consistent with our compensation philosophy, we believe that equity-based compensation fosters and strengthens a sense of proprietorship and personal involvement in the Company’s success and contributes to continuity and stability within the Company’s executive leadership.
As of September 11, 2026, there were 8,242,771 remaining shares available for issuance under the 2018 Plan. Although the 2018 Plan and 2026 Plan are very similar, as described herein a number of features have been added or modified in the 2026 Plan from the 2018 Plan which reflect the Company’s goal of promoting good compensation and governance practices. Awards are currently outstanding under the 2018 Plan, as well as under the 2013 Plan, and the DSU Plan (the DSU Plan, 2013 Plan, and 2018 Plan are collectively referred to in this Proposal 4 as the “Prior Plans”). With respect to post-adoption equity grants, the 2018 Plan replaced and superseded the 2013 Plan, the 2003 Plan and the DSU Plan. If the 2026 Plan is approved by shareholders, it will replace and supersede the 2018 Plan as the Company’s operative equity plan for new future grants, effective one business day after the Annual Meeting, and no new awards will be made under the 2018 Plan after that date. Any awards previously granted under the Prior Plans will remain outstanding under the applicable plan and will, among other things, continue to vest and/or become exercisable in accordance with their original terms and conditions. No additional awards have been granted under the 2003 Plan, the 2008 Plan or the 2013 Plan since our shareholders approved the 2018 Plan on September 14, 2017. In the event the 2026 Plan is not approved by shareholders, the 2026 Plan will not become effective, the 2018 Plan will remain in effect as the operative equity plan for future award grants until its expiration date, and we may continue to grant awards under the 2018 Plan, subject to its terms and conditions, using the shares available for issuance thereunder.
If the 2026 Plan is approved by our shareholders, the maximum number of shares of common stock reserved for issuance under the 2026 Plan will be 6,500,000 shares, less one share for every one share subject to an award granted under any Prior Plan after September 11, 2026. If any outstanding award under the 2026 Plan expires, is canceled, forfeited, or terminated without issuance of the full number of shares to which the award related, those shares will again become available for future grant. The 2026 Plan does not permit liberal share recycling — shares tendered or withheld to satisfy tax withholding obligations or to pay option exercise prices, and shares reacquired using option exercise proceeds, will not be added back to the share reserve.
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KEY FEATURES OF THE 2026 PLAN PROMOTING GOOD COMPENSATION AND GOVERNANCE PRACTICES
We believe that the 2026 Plan contains a number of features that reflect compensation and governance best practices, with some of the key features as follows:
■
No Repricings or Replacement of Share Options or Stock Appreciation Rights. Without shareholder approval or except in corporate transactions involving the adjustment of awards, we may not amend any option or stock appreciation right to reduce the exercise price or replace any option or stock appreciation right with cash or any other award when the price per share of the option or stock appreciation rights exceeds the fair market value of the underlying shares.
■
No In-the-Money Option or Stock Appreciation Right Grants. Options and stock appreciation rights may not be granted with an exercise or base price less than the fair market value of our common shares on the date of grant.
■
Limitation on Share Counting. Shares previously subject to awards under the 2026 Plan that are used to satisfy the exercise price or tax withholding obligations with respect to an option or stock appreciation right, or any shares tendered by a participant or withheld by the Company in payment of an option exercise price may not be reissued pursuant to future awards under the 2026 Plan. Shares tendered or withheld to satisfy tax withholding obligations on any award (including full-value awards), or shares reacquired using option exercise proceeds, likewise may not be reissued.
■
Independent Administration. The Compensation Committee, which consists of non-employee directors, generally administers the 2026 Plan.
■
No Dividend or Dividend Equivalents on Unearned Awards. Dividend or dividend equivalents on all awards are subject to the same vesting restrictions and risk of forfeiture as the underlying awards.
■
Non-Employee Director Compensation Limit. The 2026 Plan includes a limit under which the maximum amount of compensation that may be paid to any non-employee director during any single fiscal year is capped at $750,000 in total value, subject to the limitation and calculation principles discussed herein and in the 2026 Plan.
■
Clawback Policy. All awards issued under the 2026 Plan are expressly subject to our Clawback Policy.
BACKGROUND AND DETERMINATION OF SHARE AMOUNTS
The following factors, among others, were taken into account by our Board in approving the proposed 2026 Plan and the number of shares available for issuance thereunder:
■
Our award grant history under our equity incentive plans;
■
Our historical burn rate under our equity plans;
■
The number of shares remaining available under the 2018 Plan for future awards;
■
The number of outstanding unvested and unexercised equity awards; and
■
Potential dilution resulting from the proposed shares available under the proposed 2026 Plan.
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In setting the number of proposed shares issuable under the 2026 Plan, our Board also considered the following annual share usage under our equity compensation program for fiscal years 2024 to 2026 as follows (rounded to the nearest thousand):
| | | | |
Fiscal 2026
|
| |
Fiscal 2025
|
| |
Fiscal 2024
|
| | | | | | | |||||||||||||||
| | Options Granted | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | | | | | | | | | |
| |
Restricted Shares, Performance-Based
Share Units, Restricted Share Units, Director Restricted Share Units, and Deferred Stock Units – Full Value Awards Granted(1) |
| | | | 1,021,000 | | | | | | 1,103,000 | | | | | | 1,714,000 | | | | | | | | | | | | | | |
| |
Total Shares Granted
|
| | | | 1,021,000 | | | | | | 1,103,000 | | | | | | 1,714,000 | | | | | | | | | | | | | | |
| | Basic Weighted Average Common Shares Outstanding | | | | | 127,644,000 | | | | | | 135,629,000 | | | | | | 141,932,000 | | | | | | | | | | | | | | |
| |
Burn Rate – Annual Share Usage(2)
|
| | | | 0.80% | | | | | | 0.81% | | | | | | 1.21% | | | | |
|
Average
|
| | | | | 0.95% | | |
(1)
Includes adjustments for performance achievement and dividend equivalents.
(2)
Represents Total Shares Granted divided by Basic Weighted Average Common Shares Outstanding.
The historical amounts shown above are not necessarily indicative of the shares that might be awarded in fiscal year 2027 and beyond, including under the proposed 2026 Plan.
If we continue making equity awards consistent with our practices over the past three years as set forth above, we estimate that the shares available for future awards, consisting solely of the 6,500,000 shares reserved for issuance under the 2026 Plan if the 2026 Plan is approved, will be sufficient for awards for at least five years. While we believe this estimate is reasonable, there are a number of factors that could impact our future equity share usage. Among the factors that will impact our actual share usage are changes in market grant values, changes in the number of recipients, changes in our common stock price, payout levels of performance-based awards, changes in the structure of our long-term incentive plan and forfeitures of outstanding awards.
As of September 11, 2026, we had approximately 2,220,954 shares of common stock subject to outstanding equity awards. The 2,220,954 shares are fully comprised of shares subject to full value awards (1,496,157 unvested restricted share units (inclusive of outstanding DRSUs), plus 724,797 unvested performance share units). The 2,220,954 shares comprised 1.8% of the Company’s common shares outstanding at September 11, 2026. The 6,500,000 shares proposed to be included in the 2026 Plan share reserve would decrease the Company’s fully diluted overhang percentage to approximately 6.6% at September 11, 2026 (excluding the 8,242,771 remaining shares authorized for issuance under the 2018 Plan at September 11, 2026, which would no longer be available for issuance if the 2026 Plan is approved).
Additional information in respect of equity awards currently outstanding, as of September 11, 2026, is included in the following table:
| | | | |
As of September 11, 2026
|
| |||
| | Stock Options Outstanding | | | | | 0 | | |
| | Weighted Average Exercise Price of Outstanding Stock Options | | | | | N/A | | |
| | Weighted Average Remaining Term of Outstanding Stock Options | | | | | N/A | | |
| | Full Value Awards Outstanding | | | | | 2,220,954 | | |
| | Common Shares Outstanding | | | | | 122,557,064 | | |
In its determination to recommend that the Board approve the 2026 Plan, the Compensation Committee considered the information above and the opinion of its independent compensation consultant, CAP LLC, which concluded that the number of shares under the 2026 Plan is reasonable.
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In light of the factors described above, and given that equity compensation is vital to our ability to attract, motivate, and retain highly qualified executives, consultants, and non-employee directors, the Board has determined that the size of the share reserve under the 2026 Plan is reasonable and appropriate at this time.
DESCRIPTION OF THE 2026 PLAN
The following is a summary of the principal features of the 2026 Plan. This summary is qualified in its entirety by reference to the full text of the 2026 Plan, a copy of which is attached as Appendix A to this proxy statement.
Effective Date; Duration of the Plan. If the 2026 Plan is approved by shareholders, it will become effective one business day after the Annual Meeting and will remain in effect until terminated by the Board.
Administration. Subject to the terms of the 2026 Plan, the Compensation Committee has the authority to interpret and administer the 2026 Plan. The Committee has authority to determine, within the limits of the express provisions of the 2026 Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards, and the objectives and conditions for earning such awards. Additionally, the Committee may delegate this authority subject to certain restrictions set forth in the 2026 Plan.
Eligibility. Employees and consultants of the Company, its direct and indirect subsidiary corporations and their respective divisions, departments, and subsidiary corporations, and the non-employee directors of the Board are eligible to receive awards under the 2026 Plan. An eligible individual who is selected to receive an award under the 2026 Plan is referred to herein as a participant.
Shares Available for Awards. The 2026 Plan authorizes the issuance of up to 6,500,000 shares of common stock, less one share for every one share subject to an award granted under any Prior Plan after September 11, 2026. If any outstanding award expires or is canceled, forfeited, or terminated without issuance of the full number of shares of common stock to which the award related, then the shares subject to such award will again become available for future grant under the 2026 Plan. The 2026 Plan does not permit liberal share recycling. Shares tendered or withheld to satisfy tax withholding obligations on any award (including options, stock appreciation rights (“SARs”), and full-value awards), shares tendered in payment of the option exercise price, and shares reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of options, will not be added back to the share reserve. The Committee will make appropriate adjustments to these limits in the event of certain changes in the capitalization of the Company.
Adjustments Upon Changes in Stock. In the event of changes in the outstanding common stock or in the capital structure of the Company by reason of any stock or extraordinary cash dividend, stock split, reverse stock split, an extraordinary corporate transaction such as any recapitalization, reorganization, merger, consolidation, combination, exchange, or other relevant change in capitalization occurring after the grant date of any award, awards granted under the 2026 Plan and any award agreements, the exercise price of options and SARs, the maximum number of shares of common stock subject to all awards will be equitably adjusted or substituted, as to the number, price or kind of a share of common stock or other consideration subject to such awards to the extent necessary to preserve the economic intent of the award.
Unless the Committee specifically determines that such adjustment is in the best interests of the Company or its affiliates, the Committee will, in the case of ISOs, ensure that any adjustments made will not constitute a modification, extension or renewal of the ISO within the meaning of Section 424(h)(3) of the Internal Revenue Code (the “Code”) and in the case of non-qualified stock options, ensure that any adjustments will not constitute a modification of such non-qualified stock options within the meaning of Section 409A of the Code. Any adjustments will be made in a manner which does not adversely affect the exemption provided under Rule 16b-3 under the Exchange Act. The Company will give participants notice of any adjustment.
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Award Types. The 2026 Plan permits grants of options, incentive stock options, stock appreciation rights, restricted share awards, restricted share unit awards, other share-based awards, and performance awards.
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Options, Incentive Stock Options and Stock Appreciation Rights. The 2026 Plan provides for the grant of (i) options, which include any right granted to a participant allowing such participant to purchase shares of common stock at such price or prices as the Compensation Committee shall determine, (ii) incentive stock options, which are stock options that are designated by the Compensation Committee as incentive stock options and which meet the applicable requirements for incentive stock options pursuant to Section 422 of the Code, and (iii) stock appreciation rights, which are rights to receive an amount of cash, shares, or other property with a fair market value equal to the increase in the fair market value of a specified number of shares between the date on which the SAR is granted and the date on which it is exercised. References in this summary to “stock options” shall mean both incentive stock options and options, unless otherwise specified. Subject to adjustment for certain corporate events, a maximum of 6,500,000 shares may be issued in the form of incentive stock options under the 2026 Plan.
Pursuant to the terms of the 2026 Plan, the Compensation Committee determines the terms and conditions, not inconsistent with the Plan, of any award of stock options or SARs. The 2026 Plan provides that awards of stock options and SARs are subject to the following restrictions: (i) the exercise price per share for stock options may not be less than 100% of the fair market value of one share of common stock on the grant date and the exercise price for certain incentive stock options may not be less than 110% of the fair market value of one share of common stock on the grant date; (ii) stock options and SARs may not have a term of more than 10 years, except in the event of death or disability and the term of certain incentive stock options may not be more than five years; (iii) except in connection with certain corporate transactions affecting the shares of common stock, shareholder approval is required to reprice any stock options or SARs after their grant date; and (iv) stock options and SARs shall have a vesting period of not less than twenty-four months if subject only to continued service with the Company or a subsidiary or one year if subject to the achievement of performance objectives, except with respect to grants to directors or consultants and in certain circumstances following a change in control or other special circumstances. In addition, the exercise price of shares purchased upon the exercise of any stock option may be paid in cash, common stock, by cashless exercise, by delivery of other consideration having a fair market value on the exercise date equal to the total purchase price, or in any other manner as may be permitted by the applicable award agreement.
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Restricted Share Awards and Restricted Share Units Awards. The 2026 Plan provides for the grant of (i) restricted shares, which is common stock that may not be sold, transferred, pledged or assigned until the satisfaction of vesting restrictions and (ii) restricted share units, which are an award valued by reference to a share and such value may be paid to the participant in shares or cash as determined by the Compensation Committee upon the satisfaction of vesting restrictions. Pursuant to the terms of the 2026 Plan, the Compensation Committee determines the terms and conditions, not inconsistent with the 2026 Plan, of any award of restricted shares or restricted share units. The 2026 Plan provides that awards of restricted shares and restricted share units are subject to the following restrictions: (A) a participant holding restricted shares may vote the shares awarded and will be entitled to the payment of dividends and other distributions on the shares from the date the award is made, subject to such restrictions or conditions as the Compensation Committee may determine, except that no dividend shall be paid in respect of awards prior to the vesting of such awards; (B) a participant holding restricted share units shall in no event have voting rights with respect to such award; and (C) restricted shares and restricted share units shall have a vesting period of not less than twenty-four months if subject only to continued service with the Company or a subsidiary or one year if subject to the achievement of performance objectives, except with respect to grants to directors or consultants and in certain circumstances following a change in control or other special circumstances.
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Other Share-Based Awards. The 2026 Plan provides for other awards of shares or non-share compensation which are valued in whole or in part by reference to, or are otherwise based on, shares or other property, including deferred stock units. Pursuant to the terms of the 2026 Plan, the Compensation Committee determines the terms and conditions, not inconsistent with the 2026 Plan, of any award of other share-based awards. The 2026 Plan provides that grants of other share-based awards shall have a vesting period of not less than twenty-four months if subject only to continued service with the Company or a subsidiary or one year if subject to the achievement of performance objectives, except with respect to grants to directors or consultants and in certain circumstances following a change in control or other special circumstances. Additionally, other share-based awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Compensation Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
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Performance Awards. Performance awards in the form of performance cash, performance share units, and performance units may be granted under the 2026 Plan. Pursuant to the terms of the 2026 Plan, the Compensation Committee determines the terms and conditions, not inconsistent with the 2026 Plan, of any performance award. The 2026 Plan provides that performance awards shall not have a performance period of less than one year unless the performance award is not payable in shares. Additionally, performance awards may be paid in cash, shares, other property, or any combination thereof and may be paid in a lump sum or in installments or, in accordance with procedures established by the Compensation Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
Performance Criteria. If the Compensation Committee determines that a restricted share award, a restricted share unit, any other share-based award, a performance award, or any other award is intended to be a performance award, the lapsing of restrictions thereon and the distribution of property pursuant thereto, as applicable, may be subject to the achievement of one or more performance goals established by the Compensation Committee. Such performance goals may be based on the attainment of specified levels of one or more of the following business or performance criteria which may be based on the attainment of specified levels of one or any combination of the following: sales (including comparable sales), net sales or return on sales; revenue, net revenue, product revenue or system-wide revenue (including growth of such revenue measures); operating income (before or after taxes) or pre- or after-tax income or loss (before or after allocation of corporate overhead and bonus); earnings or loss per share or net income or loss (before or after taxes); return on equity (including average return on equity), total shareholder return (or any element of shareholder return), or return on assets or net assets; the price of the shares of the Company’s common stock or any other publicly-traded securities of the Company; total number of clients, number of new clients, client retention, total tax returns prepared, or market share; gross profits, gross or net profit margin, gross profit growth, or net operating profit (before or after taxes); operating earnings, earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and amortization), or earnings or losses margin percentage or net earnings or losses margin percentage; economic value-added models or equivalent metrics; comparisons with various stock market indices; reductions in costs; cash flow (including operating cash flow and free cash flow) or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital), cash flow return on investment, or cash flow return on capital; improvement in or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable, or general and administrative expense savings; inventory control; operating margin or gross margin; year-end cash; cash margin; debt reduction; shareholders equity; operating efficiencies; cost reductions or savings; market share; customer related goals, including customer satisfaction, customer growth and customer retention; employee satisfaction; productivity or productivity ratios; regulatory achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents); strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property; establishing relationships with commercial entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing organizations, distributors and other vendors);
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co-development, co-marketing, profit sharing, joint venture or other similar arrangements); financial ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assets under management; financing and other capital raising transactions (including sales of the Company’s equity or debt securities; debt level; year-end cash position; book value; factoring transactions; competitive market metrics; timely completion of new product roll-outs; timely launch of new facilities (such as new store openings, gross or net); sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally; or through partnering transactions); royalty income; implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures, succession and hiring projects, reorganization and other corporate transactions, expansions of specific business operations and meeting divisional or project budgets; factoring transactions; and recruiting and maintaining personnel.
Any performance goals that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established, at any time thereafter, to include or exclude any items otherwise includable or excludable under GAAP. The above business criteria also may be based solely by reference to the Company’s consolidated performance, performance of the Company’s continuing operations, or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the performance of the Company relative to performance of other companies or upon comparisons of any of the indicators of Company performance relative to performance of other companies. Finally, when determining the specific metrics applicable to any established performance goal and calculating the actual results related thereto, the Compensation Committee may include or exclude the impact of an event or occurrence which the Compensation Committee determines should appropriately be included or excluded, including without limitation (i) restructurings, performance attributable to discontinued operations, extraordinary items, and other unusual, infrequently occurring, or non-recurring charges, (ii) any event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (iii) acquisitions and divestitures, (iv) any reorganization or change in the corporate structure or capital structure of the Company, (v) foreign exchange gains or losses or (vi) the cumulative effects of tax or accounting changes in accordance with GAAP.
With respect to any performance award, the Compensation Committee may adjust the amount payable pursuant to such award, and the Compensation Committee may waive the achievement of the applicable performance goals, in each case in its sole discretion.
Dividend Equivalents. The recipient of an award, other than an option, SAR, or restricted share award, may, if determined by the Compensation Committee, be entitled to receive currently or on a deferred basis, amounts equivalent to cash, stock, or other property paid as dividends on shares (“Dividend Equivalents”). However, the 2026 Plan provides that (i) in no event shall Dividend Equivalents be paid before the underlying shares covered by the award vest, and (ii) any such Dividend Equivalents are subject to the same restrictions and risk of forfeiture as underlying shares subject to the award and will be paid, if at all, at the time such restrictions and risk of forfeiture lapse.
Director Compensation Limit. The 2026 Plan imposes a limit of $750,000 on the amount of equity and cash compensation that can be paid to a non-employee director of the Company in a calendar year. The value of equity compensation for this purpose is determined using the grant date fair value of such equity compensation for financial reporting purposes. The limit does not apply to incremental compensation paid to a director solely in his or her capacity as non-executive chairman of the Board, provided that such non-executive chairman does not participate in the decision to award such additional compensation. In setting the non-employee director compensation limit, the Board reviewed survey data provided by the Compensation Committee’s independent compensation consultant.
Amendments, Adjustments, and Termination. The Board may, from time to time, alter, amend, suspend, or terminate the 2026 Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law or the rules of the NYSE. In addition, the Board may not, without shareholder approval, amend the 2026 Plan to: (i) increase the number of shares that
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may be awarded under the 2026 Plan; (ii) expand the types of awards available under the 2026 Plan; (iii) materially expand the class of persons eligible to participate in the 2026 Plan; (iv) eliminate the requirements relating to minimum exercise price, minimum grant price and stockholder approval related to options and stock appreciation rights; or (v) increase the maximum permissible term of any option or stock appreciation right. No amendment or termination of the 2026 Plan may impair the rights of a participant in any material respect under any award previously granted without such participant’s consent. However, the maximum number of shares of common stock available for issuance under the 2026 Plan shall be equitably adjusted upon certain events affecting the capitalization of the Company such as a recapitalization, stock split, merger, reorganization, or consolidation.
Amendment of Awards. The Committee may amend the terms of any one or more awards. However, the Committee may not amend an award that would impair a participant’s rights under the award without the participant’s written consent.
Clawback and Recoupment. The Company may cancel any award or require the participant to reimburse any previously paid compensation provided under the 2026 Plan or an award agreement in accordance with and to the extent permitted by our Clawback Policy or any other clawback, forfeiture, or recoupment policy adopted by the Compensation Committee from time to time or required by applicable law, governmental regulations or stock exchange listing standard.
Transferability. Except as provided by the Compensation Committee, an award under the 2026 Plan is not transferable other than by a participant’s will or the laws of descent and distribution. Any permitted transfer shall be without consideration.
Change in Control. In the event of a “change of control,” as defined in the 2026 Plan, outstanding awards may be assumed or substituted or may become fully vested and exercisable, restrictions applicable to awards may terminate or lapse, and performance goals applicable to any award may be deemed fully achieved, in each case as set forth in the applicable award agreement or as determined by the Compensation Committee.
NEW PLAN BENEFITS
If approved by the shareholders, participants in the 2026 Plan will be eligible for awards of shares as determined by the Board or the Compensation Committee. All employees and consultants of the Company and its subsidiaries and non-employee directors of the Company are eligible to receive awards under the Plan. As of September 15, 2026, there were approximately 4,600 regular, full-time employees of the Company and its subsidiaries and ten non-employee directors of the Company.
Awards under the 2026 Plan following its adoption will generally be made in the discretion of the Board or the Compensation Committee and are therefore not determinable at this time. However, current benefits granted to employees and consultants of the Company and its subsidiaries and non-employee directors of the Company would not have increased if they had been made under the proposed 2026 Plan. Please refer to the “Grants of Plan-Based Awards Table” on page 47 of this proxy statement to review equity awards made to our named executive officers for fiscal year 2026. The closing price of a share of the Company’s common stock as reported by the NYSE on September 15, 2026 was $45.84.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the U.S. federal income tax consequences of awards made under the 2026 Plan. It is based on the U.S. federal tax laws and regulations currently in effect and existing administrative rules of the Internal Revenue Service. Participants may also be subject to state, local, and foreign taxes in connection with the grant of awards under the 2026 Plan. Participants should consult with their individual tax advisers to determine the tax consequences associated with awards granted to them under the 2026 Plan.
Incentive Stock Options. A recipient who is granted an incentive stock option will not have any taxable income either on the grant or exercise of the incentive stock option. However, upon exercise, the excess of the fair market value of the shares acquired over the option price is an item of adjustment in
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computing the alternative minimum taxable income of the recipient. If the recipient disposes of the shares purchased pursuant to the incentive stock option more than two years after the date of grant and more than one year after the transfer of the shares (the required statutory “holding period”), and if the recipient has been an employee of the Company or an affiliate throughout the period beginning with the date of grant and ending three months prior to the date of exercise, (i) the recipient will recognize long-term capital gain or loss, as the case may be, in an amount equal to the difference between the selling price and the exercise price; and (ii) the Company will not be entitled to a deduction with respect to the shares of stock so issued.
Except as described in the next paragraph below, a recipient has no income, gain or loss on the exercise of an incentive stock option through the exchange of previously acquired shares of the Company. The recipient’s basis in the number of newly acquired shares that equals the number of shares exchanged will be equal to such recipient’s basis in the shares exchanged, and the recipient’s holding period with respect to that number of newly acquired shares will include the holding period for the shares exchanged. The number of newly acquired shares in excess of the number of old shares exchanged will have zero basis and their holding period will begin on the date of exercise.
If the previously acquired shares are incentive stock option shares that were not held for the required statutory holding period, the exchange constitutes a disqualifying disposition of such previously acquired shares. In such case, the recipient’s basis in the number of newly acquired shares that equals the number of shares exchanged will be equal to such recipient’s basis in the shares exchanged, increased by the amount included as ordinary income as a result of the disqualifying disposition. The disqualifying disposition is treated as a sale of the shares with the lowest basis first.
Nonqualified Stock Options. Stock options granted under the 2026 Plan that are not incentive stock options are treated as nonqualified stock options and the recipient of a nonqualified stock option under the 2026 Plan will not have any income on the grant of the option. Generally, on the exercise of a nonqualified stock option, the recipient will have ordinary income equal to the difference between the fair market value of the shares on the exercise date and the exercise price for the shares. Upon disposition of the shares purchased pursuant to a nonqualified stock option, the recipient will recognize long-term or short-term capital gain or loss, depending upon the length of the period such recipient has held the shares, in an amount equal to the difference between the amount realized on such disposition and the basis for such shares, which basis will include the amount previously recognized by the recipient as ordinary income.
Where a nonqualified stock option is exercised with previously acquired shares of the Company, the recipient’s basis in the number of newly acquired shares that equals the number of shares exchanged will be equal to such recipient’s basis in the shares exchanged, and the recipient’s holding period with respect to that number of newly acquired shares will include the holding period for the shares exchanged. The number of newly acquired shares in excess of the number of old shares exchanged will have zero basis and their holding period will begin on the date of exercise.
Stock Appreciation Rights. A recipient who is granted stock appreciation rights will not have any taxable income on the receipt of the stock appreciation rights. Upon the exercise of a stock appreciation right, the recipient will have ordinary income equal to the amount received (the increase in the fair market value of one share of the Company’s common stock from the date of grant of the stock appreciation right to the date of exercise).
Restricted Shares. A recipient will not be taxed at the date of an award of restricted shares, but will have ordinary income in an amount equal to the fair market value of any restricted shares as of the date that the restrictions lapse, unless the recipient, within 30 days after transfer of such restricted shares to the recipient, elects under Code Section 83(b) to include in ordinary income the fair market value of the restricted shares as of the date of such transfer (“83(b) Election”). Any disposition of shares after restrictions lapse will be subject to the regular rules governing long-term and short-term capital gains and losses, with the basis for this purpose equal to the fair market value of the shares at the end of the restricted period (or the date of the award of the restricted shares, if the employee elects to be taxed on the fair market value upon the date of such award). However, if the restricted shares were forfeited under the terms of the Plan, no loss would be allowed. Further, the employee would not be entitled to any refund of tax previously paid as a result of the Section 83(b) Election.
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Restricted Share Units. A recipient will not have taxable income under the Code at the time a restricted share unit award is granted. When the restricted share unit award vests and the recipient is paid the stock (plus any cash dividends or dividend equivalents), the recipient will recognize ordinary compensation income in an amount equal to the cash received plus the fair market value of any shares received. Slightly different rules may apply if the recipient is subject to Section 16 of the Exchange Act. A recipient’s compensation income will be subject to normal income and employment tax withholdings.
When a recipient sells shares acquired as part of a restricted share unit award, the difference between the price of the shares on the date of the award and the fair market value of those shares at the date the recipient recognizes ordinary income will be treated as long-term or short-term capital gain or loss, depending on whether the stock was held for more than one year. The holding period for the shares will begin on the day the recipient recognizes ordinary income.
The Company is not entitled to a deduction upon granting a recipient a restricted share unit award. To the extent that the recipient recognizes ordinary income at the time of delivery of shares or cash upon vesting of the award, the Company will generally be allowed (subject to the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of tax reporting obligations) to a corresponding business expense deduction.
Performance Awards. A recipient of performance awards will not have any income resulting from the grant of the right to receive such an award. The recipient will have ordinary income at the time of receipt of cash and/or common stock with respect to the award in an amount equal to the excess, if any, of the fair market value of the award on the date received over any amount paid by the recipient for the award.
Upon disposition of any stock received, the recipient will recognize long-term or short-term gain or loss, depending upon the length of the period such recipient has held the shares, in an amount equal to the difference between the amount realized and the fair market value of the stock on the date of receipt.
Section 409A. Section 409A of the Code imposes complex rules on nonqualified deferred compensation arrangements, including requirements with respect to elections to defer compensation and the timing of payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be subject to Section 409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code and a violation occurs, the compensation is includible in income when no longer subject to a substantial risk of forfeiture and the participant may be subject to a 20% penalty tax and, in some cases, interest penalties. The Plan and awards granted under the Plan are intended to be exempt from or conform to the requirements of Section 409A of the Code.
Section 162(m) and Limits on the Company’s Deductions. Generally, the Company is entitled to a tax deduction at the same time and in the same amount the recipient recognizes taxable income associated with an award under the 2026 Plan. However, Section 162(m) of the Code denies deductions to publicly held corporations for compensation paid to certain current or former senior executives that exceeds $1,000,000. While the Company considers the deductibility of grants of awards as one factor in determining executive compensation, the Company also considers other factors in approving compensation and retains the flexibility to grant awards that it determines to be consistent with the Company’s goals for its executive compensation program even if the grant awarded is potentially not deductible by the Company for tax purposes.
INFORMATION ABOUT OTHER EQUITY COMPENSATION PLANS
A summary of our securities authorized for issuance under equity compensation plans as of June 30, 2026 is set forth on page 61 of this proxy statement and additional information is included in the Company’s Annual Report on Form 10-K filed with the SEC on August 14, 2026.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSAL 4.
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INFORMATION REGARDING SECURITY HOLDERS
SECURITY OWNERSHIP OF DIRECTORS AND MANAGEMENT
The following table shows the number of shares of common stock beneficially owned by each director and nominee for election as director, by each of the named executive officers, and by all directors and executive officers as a group, in each case, as of September 15, 2026. The number of shares beneficially owned is determined under rules of the SEC. The information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual has either sole or shared voting power or investment power and also any shares that the individual has the right to acquire within sixty days through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person has sole voting and investment power with respect to shares set forth in the following table.
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Number of Shares
|
| |||||||||||||||||||||
| |
Name
|
| |
Beneficially
Owned |
| |
Share Units
and Share Equivalents(1) |
| |
Total
|
| |
Percent
of Class |
| ||||||||||||
| | Geralyn R. Breig | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| | Curtis A. Campbell | | | | | 8,852 | | | | | | — | | | | | | 8,852 | | | | | | * | | |
| | Christian H. Charnaux | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| | Sean H. Cohan | | | | | — | | | | | | 25,345 | | | | | | 25,345 | | | | | | * | | |
| | Mark J. Darling | | | | | 11,705 | | | | | | — | | | | | | 11,705 | | | | | | * | | |
| | Robert A. Gerard | | | | | 32,000 | | | | | | 311,605 | | | | | | 343,605 | | | | | | * | | |
| | Anuradha (Anu) Gupta | | | | | — | | | | | | 40,708 | | | | | | 40,708 | | | | | | * | | |
| | Richard A. Johnson | | | | | 10,000 | | | | | | 73,515 | | | | | | 83,515 | | | | | | * | | |
| | Jeffrey J. Jones II(2) | | | | | 50,614 | | | | | | — | | | | | | 50,614 | | | | | | * | | |
| | Scott R. Manuel | | | | | 6,572 | | | | | | — | | | | | | 6,572 | | | | | | * | | |
| | Tiffany L. Mason | | | | | 5,874 | | | | | | — | | | | | | 5,874 | | | | | | * | | |
| | Mia F. Mends | | | | | — | | | | | | 25,345 | | | | | | 25,345 | | | | | | * | | |
| | Stephanie C. Plaines | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| | Dara S. Redler | | | | | 37,098 | | | | | | — | | | | | | 37,098 | | | | | | * | | |
| | Victoria J. Reich | | | | | 4,484 | | | | | | 116,279 | | | | | | 120,763 | | | | | | * | | |
| | Matthew E. Winter | | | | | — | | | | | | 57,055 | | | | | | 57,055 | | | | | | * | | |
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All directors, nominees and executive officers
as a group (15 persons)(3) |
| | | | 167,199 | | | | | | 649,852 | | | | | | 817,051 | | | | | | 0.67% | | |
*
Does not exceed 1% based on shares of our common stock outstanding as of September 15, 2026, adjusted as required by the rules promulgated by the SEC.
(1)
These amounts reflect share unit balances in the Company’s Deferred Compensation Plan for Directors, the Company’s Deferred Compensation Plan for Executives, the DSU Plan, the 2013 Plan and/or the 2018 Plan, but excludes unvested DRSUs. The value of the share units mirrors the value of the Company’s common stock. The share units do not have voting rights.
(2)
Mr. Jones departed the Company on September 2, 2026. The information reported is based on information available to the Company and may not reflect his current beneficial ownership. The shares held by Mr. Jones have been excluded from the total ownership because he no longer serves as an executive officer.
(3)
Includes all directors, nominees and current executive officers. Mr. Jones voluntarily departed the Company on September 2, 2026, and, therefore, he is excluded from this total.
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PRINCIPAL SECURITY HOLDERS
The following table sets forth the name, address and share ownership of each person or organization known to the Company to be the beneficial owner of more than 5% of the outstanding common stock of the Company.
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Name and Address
of Beneficial Owner |
| |
Shares
Beneficially Owned |
| |
Percent of
Common Stock Outstanding(1) |
| ||||||
| |
BlackRock, Inc.
55 East 52nd Street New York, New York 10055 |
| | |
|
17,882,648(2)
|
| | | |
|
14.60%
|
| |
| |
FMR LLC
245 Summer Street Boston, Massachusetts 02210 |
| | |
|
14,567,341(3)
|
| | | |
|
11.89%
|
| |
| |
AQR Capital Management, LLC
One Greenwich Plaza Suite 130 Greenwich, Connecticut 06830 |
| | |
|
9,616,406(4)
|
| | | |
|
7.85%
|
| |
| |
Vanguard Capital Management
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
| | |
|
6,625,101(5)
|
| | | |
|
5.41%
|
| |
(1)
Applicable percentages are based on the number of shares of our common stock outstanding as of September 15, 2026.
(2)
Information as to the number of shares is furnished in reliance on the Schedule 13G/A of BlackRock, Inc. filed on January 23, 2024. The Schedule 13G/A indicates that the number of shares beneficially owned includes 17,317,648 shares with sole voting power and 17,882,648 shares with sole dispositive power.
(3)
Information as to the number of shares furnished in reliance on the Schedule 13G/A of FMR LLC filed on February 5, 2026. The Schedule 13G/A indicates that the number of shares beneficially owned includes 14,567,340.88 shares with sole dispositive power.
(4)
Information as to the number of shares furnished in reliance on the Schedule 13G of AQR Capital Management, LLC filed on August 12, 2026. The Schedule 13G indicates that the number of shares beneficially owned includes 0 shares with sole dispositive power and 9,616,406 shares with shared dispositive power.
(5)
Information as to the number of shares furnished in reliance on the Schedule 13G of Vanguard Capital Management filed on April 30, 2026. The Schedule 13G indicates that the number of shares beneficially owned includes 6,625,101 shares with sole dispositive power.
REVIEW OF RELATED PERSON TRANSACTIONS
The Board has adopted a Related Party Transaction Approval Policy (the “Policy”), which is administered by the Company’s management and the G&N Committee. Under the Policy, the Company’s management will determine whether a transaction meets the requirements of a Related Party Transaction as defined in the Policy. The G&N Committee will then review the material facts of the Related Party Transaction and either approve or ratify the transaction (subject to certain exceptions which are deemed pre-approved) taking into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than those generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Party’s interest in the transaction. If advance approval of a Related Party Transaction is not feasible, the G&N Committee must either ratify the transaction at its next regularly scheduled meeting or the transaction must be rescinded. No director who is a Related Party with respect to a Related Party Transaction may participate in any discussion or approval of such transaction, except that the director must provide all material information concerning the transaction to the G&N Committee.
A “Related Party Transaction” is any transaction, arrangement or relationship, or any series of transactions, arrangements or relationships in which the Company or any of its subsidiaries is a participant, the amount involved will or may be expected to exceed $120,000 in any fiscal year, and a Related Party has or will have a direct or indirect interest.
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A “Related Party” under the Policy is any (i) executive officer as designated under Section 16 of the Exchange Act, director, or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s common stock, or (iii) immediate family member of any of the foregoing.
The Company has not participated in any Related Party Transactions since the beginning of fiscal year 2026, other than those transactions described in the “Compensation Discussion and Analysis” section of this proxy statement.
SHAREHOLDER PROPOSALS AND NOMINATIONS
We currently intend to hold our 2027 annual shareholder meeting in early November 2027. For a shareholder proposal to be considered for inclusion in the Company’s proxy statement for the 2027 annual meeting pursuant to SEC Rule 14a-8, the Company must receive notice at our offices at One H&R Block Way, Kansas City, Missouri 64105, Attention: Corporate Secretary, on or before June 1, 2027. SEC rules and regulations govern the submission of shareholder proposals and our consideration of them for inclusion in next year’s proxy statement and form of proxy.
Pursuant to the Company’s Bylaws, for any business not included in the proxy statement for the 2027 annual meeting to be brought before the meeting by a shareholder, the shareholder must give timely written notice of that business to the Corporate Secretary. To be timely, the notice must be received between July 13, 2027 and August 12, 2027 (between 90 and 120 days before the one-year anniversary of the date of the prior year’s annual meeting of shareholders). The notice must contain the information required by the Company’s Bylaws. Similarly, a shareholder wishing to submit a director nomination directly at an annual meeting of shareholders must deliver written notice of the nomination within the time period described in this paragraph and comply with the information and other requirements in our Bylaws relating to shareholder nominations.
Our Bylaws permit a group of shareholders (up to 20) who have owned a significant amount of the Company’s common stock (at least 3%) for a significant amount of time (at least three years) the ability to submit director nominees (up to 20% of the Board rounded down to the nearest whole director) for inclusion in the Company’s proxy materials if the shareholder(s) provides timely written notice of such nomination(s) and the shareholder(s) and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. To be timely for inclusion in the Company’s proxy materials for the 2027 annual meeting, the notice must be received between July 13, 2027 and August 12, 2027 (between 90 and 120 days before the one-year anniversary of the date of the prior year’s annual meeting of shareholders). The notice must contain the information required by the Company’s Bylaws, and the shareholder(s) and nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of shareholder nominees in the Company’s proxy materials.
In addition, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to our Corporate Secretary at the address set forth below that sets forth the information required by Rule 14a-19 under the Exchange Act no later than September 11, 2027 unless the required information has been provided in a preliminary or definitive proxy statement previously filed by the shareholder. If the date of the 2027 annual meeting is changed by more than 30 calendar days from November 10, 2027, then such notice must be provided by the later of 60 calendar days prior to the date of the 2027 annual meeting or the 10th calendar day following the day on which the Company publicly announces the date of the 2027 annual meeting. In order to comply with Rule 14a-19, the notice must be postmarked or transmitted electronically on or before the applicable deadline. The notice requirements under Rule 14a-19 are in addition to the applicable advance notice requirements under the Company’s Bylaws as described above.
A proxy may confer discretionary authority to vote on any matter at a meeting if we do not receive notice of the matter within the time frames described above. A copy of the Company’s Bylaws is available on our website at https://investors.hrblock.com/corporate-governance, or upon request to: H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, Attention: Corporate Secretary. The Chair of the meeting may exclude matters that are not properly presented in accordance with the foregoing requirements.
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PRINTED PROXY MATERIALS?
Pursuant to rules adopted by the SEC, we are making this proxy statement and our 2026 Annual Report available to shareholders electronically. Unless you have already requested to receive a printed set of proxy materials, you will receive an “Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on November 10, 2026” (the “Notice”), which contains instructions on how to access proxy materials and vote your shares via the internet or telephone or, if you prefer, to request a printed set of proxy materials at no cost to you. On or about September 29, 2026, we mailed the Notice or, for shareholders who have already requested to receive a printed set of proxy materials, this proxy statement, an accompanying proxy card, and our 2026 Annual Report, to our shareholders of record. All shareholders will be able to access this proxy statement and our 2026 Annual Report on the website referred to in the Notice or request to receive printed copies of the proxy materials.
HOW CAN I ELECTRONICALLY ACCESS THE PROXY MATERIALS?
The Notice provides you with instructions on how to view our proxy materials for the Annual Meeting electronically. The website on which you will be able to view our proxy materials will also allow you to choose to receive future proxy materials electronically, which will save us the cost of printing and mailing documents to you. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy voting site. Your election to receive proxy materials electronically will remain in effect until you terminate it.
HOW CAN I OBTAIN A FULL SET OF PRINTED PROXY MATERIALS?
The Notice will provide you with instructions on how to request to receive printed copies of the proxy materials. You may request printed copies up until one year after the date of the meeting.
HOW DO I VOTE?
In order to vote, you will need the Control Number included on your proxy card, voting instruction card, or Notice you received. Each shareholder has a unique Control Number so we can ensure that all voting instructions are genuine and prevent duplicate voting. Depending on the number of accounts in which you hold the Company’s common stock, you may receive and need to vote more than one Control Number. If you submit your proxy by internet or telephone, you do not need to return a proxy card. You can vote by any of the methods below prior to the meeting and still attend the virtual Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote in advance of the meeting by one of the following methods.
If you are a registered shareholder, there are four different ways you can vote:
■
By Internet – You can vote via the internet at www.proxyvote.com by following the instructions provided (you will need the Control Number);
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By Telephone – You can vote by telephone by calling the toll-free telephone number indicated on your proxy card or voting instruction card (you will need the Control Number);
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By Mail – If you received your proxy materials by mail, you can vote by signing, dating and returning the accompanying proxy card; or
■
At the Virtual Meeting – You can also vote during the virtual Annual Meeting by visiting www.virtualshareholdermeeting.com/HRB2026 and following the instructions (you will need the Control Number). A vote at the Annual Meeting will revoke any prior votes.
When your proxy is properly submitted, your shares will be voted as you indicate. If you do not indicate your voting preferences, the appointed proxies (Dara S. Redler and Katharine M. Haynes) will vote your shares FOR each of the director nominees included in Proposal 1, and FOR Proposals 2, 3,
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and 4. If your shares are owned in joint names, all joint owners must vote by the same method, and if joint owners vote by mail, all of the joint owners must sign the proxy card. The deadline for voting by telephone or via the internet, except with respect to shares held through the H&R Block Retirement Savings Plan as described below, is 11:59 p.m. Eastern Time on November 9, 2026.
If you are a beneficial owner of shares held in street name, you may vote by following the voting instructions provided by your broker, bank, or other nominee, and your broker, bank, or other nominee should vote your shares as you have directed.
If your shares are held through the H&R Block Retirement Savings Plan, you may also vote as set forth above, except that Plan participants may not vote their Plan shares at the Annual Meeting. If you provide voting instructions via the internet, by telephone or by written proxy card, Fidelity Management Trust Company, the Plan’s Trustee, will vote your shares as you have directed. If you do not provide specific voting instructions, the Trustee will vote your shares in the same proportion as shares for which the Trustee has received instructions. Due to the structure of the virtual meeting site, Plan participants will technically have the ability to submit votes for Plan shares during the Annual Meeting, but votes submitted by Plan participants during the Annual Meeting will not be counted or revoke their prior instructions. Please note that you must submit voting instructions to the Trustee no later than November 5, 2026 at 11:59 p.m. Eastern Time in order for your shares to be voted by the Trustee at the Annual Meeting. Your voting instructions will be kept confidential by the Trustee.
HOW DO I ATTEND THE ANNUAL MEETING?
We will be hosting the Annual Meeting online only. A summary of the information you need to attend online is provided below.
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Any holder of record as of the close of business on September 15, 2026, may attend and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/HRB2026. If you want to vote during the Annual Meeting any shares you hold in street name, you must obtain instructions from your broker, bank, or other nominee.
■
The live audio webcast of the Annual Meeting will begin promptly at 12:30 p.m. (CST). Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.
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You are entitled to attend and participate in the Annual Meeting online only if you were a registered shareholder as of September 15, 2026, the record date, or if you hold a valid proxy for the Annual Meeting.
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Please have the Control Number we have provided to you to join the Annual Meeting.
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Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/HRB2026.
WHY IS THE ANNUAL MEETING BEING HELD VIRTUALLY?
We are pleased this year to again conduct the Annual Meeting solely online via the Internet through a live audio webcast and online shareholder tools. We continue to use the virtual annual meeting format to facilitate shareholder attendance and participation by leveraging technology to communicate more effectively and efficiently with our shareholders. This format empowers shareholders to participate from any location around the world at no cost. We have designed the virtual format to enhance shareholder access and participation and protect shareholder rights. For example:
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We Encourage Questions. Our shareholders have multiple opportunities to submit questions for the meeting. Shareholders may submit a question online prior to or during the meeting by following the instructions at www.virtualshareholdermeeting.com/HRB2026. During the meeting, we will answer as many shareholder-submitted questions that are submitted in accordance with the meeting rules of conduct as time permits.
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■
We Believe in Transparency. Although the live webcast is available only to shareholders, following completion of the Annual Meeting answers to questions submitted in accordance with the meeting rules of conduct will be posted to our Investor Relations website at https://investors.hrblock.com and remain for at least sixty days.
■
We Proactively Take Steps to Facilitate Your Engagement. We offer separate engagement opportunities with shareholders on appropriate matters of governance or other relevant topics as outlined under the Communications with the Board section of this proxy statement. In addition, we offer live technical support for all shareholders attending the meeting.
WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING WEBSITE?
We will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.
WHAT AM I VOTING ON?
You are voting on four items of business at the Annual Meeting:
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Election of the nine nominees for director named in this proxy statement (Proposal 1);
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Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027 (Proposal 2);
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Advisory approval of the Company’s named executive officer compensation (Proposal 3); and
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Approval of the 2026 Long Term Incentive Plan (Proposal 4).
WHO IS ENTITLED TO VOTE?
Shareholders of record as of the close of business on September 15, 2026, are entitled to vote at the Annual Meeting. Each share of H&R Block common stock is entitled to one vote.
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A BENEFICIAL OWNER?
If your shares are registered directly in your name with the Company’s transfer agent, EQ Shareowner Services (“EQ”), you are considered a “registered shareholder” and are considered, with respect to those shares, the “shareholder of record.” If you are a shareholder of record, the Notice or proxy materials were sent to you directly by the Company, and you may vote by any of the methods described above under “How Do I Vote?”.
If your shares are registered in the name of a stock brokerage account or by a broker, bank, or other nominee on your behalf (referred to as being held in “street name”) or if you hold shares through the H&R Block Retirement Savings Plan, you are considered a “beneficial owner” of shares held in street name, and the broker, bank, or other nominee forwarded the Notice or proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank, or other nominee holding your shares how to vote and you are also invited to attend the Annual Meeting virtually. However, since you are not a shareholder of record, you may not vote these shares at the Annual Meeting and you must instead instruct the broker, bank, or other nominee how to vote your shares using the voting instruction form provided by such broker, bank or other nominee.
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WHAT ARE THE VOTING RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND THE VOTING REQUIREMENTS?
Our Board of Directors recommends that you vote your shares as follows:
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Proposal
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Board
Recommendation |
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More
Information |
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Broker
Discretionary Voting Allowed? |
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Votes
Required for Approval |
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Abstentions
and Broker Non-Votes |
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1.
Election of Directors.
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FOR each
Nominee |
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Page 5
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No
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The affirmative vote of a majority of shares present in person or represented by proxy, and entitled to vote on the matter, is necessary for election or for approval of each of the proposals.
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Abstentions have the same effect as votes AGAINST the relevant proposal.
Broker non-votes have no impact on the outcome of the vote for any of the proposals.
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2.
Ratification of the appointment of
Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
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FOR
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Yes
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3.
Advisory approval of the Company’s named executive officer compensation.
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FOR
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Page 65
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No
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4.
Approval of the 2026 Long Term Incentive Plan.
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FOR
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Page 66
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No
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Broker Discretionary Voting
Brokers holding shares on behalf of beneficial owners are prohibited from exercising discretionary voting authority for beneficial owners who have not provided voting instructions on “non-routine” proposals, resulting in so-called “broker non-votes.” Brokers may vote without instruction only on “routine” proposals. Proposal 2, the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, is the only routine proposal on the ballot for the Annual Meeting and the only proposal on the ballot for which broker discretionary voting is permitted. All other proposals are non-routine. If you hold your shares with a broker, your shares will not be voted on non-routine proposals unless you give voting instructions to such broker.
Voting Requirements and Effect of Abstentions and Broker Non-Votes
For each matter to be voted upon at the Annual Meeting, shareholders may vote “for,” “against,” or “abstain.”
For each of the proposals, the affirmative vote of a majority of shares present in person or represented by proxy, and entitled to vote on the matter, is necessary for election or approval. The vote on Proposal 3, the approval of the Company’s named executive officer compensation, is a non-binding advisory vote only.
Shares represented in person or by a proxy that directs that the shares abstain from voting on a matter are deemed to be represented at the meeting as to that particular matter and have the same effect as a vote against that proposal. Broker non-votes have no impact on the proposals.
If a submitted proxy does not specify how to vote, the shares represented by that proxy will be considered to be voted FOR each of the director nominees included in Proposal 1, and FOR Proposals 2, 3, and 4.
MAY I CHANGE MY VOTE?
After your initial vote, you may revoke your proxy and change your vote (i) any time prior to the voting deadline via the internet or by telephone (only your latest internet or telephone proxy submitted prior to the voting deadline for the Annual Meeting will be counted), (ii) by signing and returning a new proxy card with a later date prior to the Annual Meeting, or (iii) by attending the
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Annual Meeting and voting at www.virtualshareholdermeeting.com/HRB2026. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked. If your shares are held in street name by a broker, bank, or other nominee, you must contact that nominee to change your vote.
DO SHAREHOLDERS HAVE CUMULATIVE VOTING RIGHTS WITH RESPECT TO THE ELECTION OF DIRECTORS?
No, shareholders do not have cumulative voting rights with respect to the election of directors.
WHAT CONSTITUTES A QUORUM?
As of the record date 122,493,064 shares of the Company’s common stock were issued and outstanding. A majority of the outstanding shares entitled to vote at the Annual Meeting, represented in person or by proxy, will constitute a quorum. Abstentions and broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum.
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE “IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON NOVEMBER 10, 2026”?
It means your shares are held in more than one account. You should vote all of your shares.
WHAT IS HOUSEHOLDING?
As permitted by the SEC, we are delivering only one copy of this proxy statement to shareholders residing at the same address, unless the shareholders have notified us of their desire to receive multiple copies of the proxy statement. This practice is known as householding. The Company will promptly deliver, upon request, a separate copy of the proxy statement to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to the Corporate Secretary, H&R Block, Inc., One H&R Block Way, Kansas City, Missouri 64105, or by telephone at (816) 854-4288.
Shareholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, EQ, to request that only a single copy of the proxy statement be mailed in the future. You can contact EQ by phone at (888) 213-0968 or (651) 450-4064, or by mail at 1110 Centre Point Curve, Suite 101, Mendota Heights, Minnesota 55120-4100.
WHO WILL BEAR THE COST OF THIS SOLICITATION AND HOW WILL PROXIES BE SOLICITED?
The Company is making this solicitation on behalf of the Company’s Board of Directors and will pay the entire cost of this proxy solicitation, including the expense of preparing the proxy solicitation materials for the Annual Meeting and mailing the Notice and, as applicable, the proxy solicitation materials for such meeting. Following the mailing of these materials, directors, officers, and employees of the Company may solicit proxies by telephone, email, or other personal contact; such individuals will not receive compensation or reimbursement for these activities. Additionally, the Company has retained Okapi Partners LLC to assist in the solicitation of proxies on behalf of the Board for a fee of $35,000 plus reimbursement of reasonable expenses. Further, brokers and other custodians, nominees, and fiduciaries will be requested to forward the Notice and printed proxy materials to their principals, and the Company will reimburse them for the expense of doing so.
HOW CAN I EXAMINE A LIST OF SHAREHOLDERS?
Shareholders at the close of business on the record date may examine a list of all shareholders as of the record date for ten days preceding the meeting, at our offices at One H&R Block Way, Kansas City, Missouri 64105, and electronically during the meeting at www.virtualshareholdermeeting.com/HRB2026 when you enter the Control Number included on your proxy card, voting instruction card or Notice you received.
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WHO SHOULD I CONTACT IF I HAVE QUESTIONS?
If you have questions about the Annual Meeting or voting (other than technical questions, which should be directed as noted above under the question “What if I have technical difficulties or trouble accessing the virtual meeting website?”), please contact our Corporate Secretary at (816) 854-4288 or by email to corporatesecretary@hrblock.com.
WHAT IS THE COMPANY’S INTERNET ADDRESS?
The Company’s internet address is www.hrblock.com. The Company’s filings with the SEC are available free of charge on the Company’s Investor Relations page at https://investors.hrblock.com/financial-information/sec-filings, and may also be found at the SEC’s website, www.sec.gov.
The Board of Directors knows of no other matters which will be presented at the meeting, but if other matters do properly come before the meeting, it is intended that the persons named in the proxy will vote according to their best judgment.
By Order of the Board of Directors,
KATHARINE M. HAYNES
Vice President and Corporate Secretary
Vice President and Corporate Secretary
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Appendix A
H&R BLOCK, INC.
2026 LONG TERM INCENTIVE PLAN
H&R Block, Inc. (the “Company”), a Missouri corporation, hereby establishes and adopts the following 2026 Long Term Incentive Plan (as amended from time to time, the “Plan”).
1. PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining selected individuals to serve as employees, directors, consultants and/or advisors who are expected to contribute to the Company’s success and to achieve long-term objectives that will benefit shareholders of the Company through the additional incentives inherent in the Awards hereunder.
2. DEFINITIONS
2.1. “Award” shall mean any Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award, Other Share-Based Award, Performance Award or any other right, interest or option relating to Shares or other property (including cash) granted pursuant to the provisions of the Plan.
2.2. “Award Agreement” shall mean any agreement, contract or other instrument or document evidencing any Award hereunder, whether in writing or through an electronic medium.
2.3. “Board” shall mean the board of directors of the Company.
2.4. “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
2.5. “Committee” shall mean the Compensation Committee of the Board or a subcommittee thereof formed by the Compensation Committee to act as the Committee hereunder. The Committee shall consist of no fewer than two Directors, each of whom is (a) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and (b) an “independent director” for purposes of the rules of the principal U.S. national securities exchange on which the Shares are traded, to the extent required by such rules.
2.6. “Consultant” shall mean any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long as such person (a) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction, (b) does not directly or indirectly promote or maintain a market for the Company’s securities, and (c) otherwise qualifies as a consultant under the applicable rules of the SEC for registration of shares of stock on a Form S-8 registration statement.
2.7. “Director” shall mean a member of the Board who is not an employee.
2.8. “Dividend Equivalents” shall have the meaning set forth in Section 11.5.
2.9. “Employee” shall mean any employee of the Company or any Subsidiary and any prospective employee conditioned upon, and effective not earlier than, such person becoming an employee of the Company or any Subsidiary.
2.10. “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
2.11. “Fair Market Value” shall mean, with respect to Shares as of any date, (a) the closing price of the Shares as reported on the principal U.S. national securities exchange on which the Shares are listed and traded on such date, or, if there is no closing price on that date, then on the last preceding date on which such a closing price was reported, (b) if the Shares are not listed on any U.S. national securities exchange but are quoted in an inter-dealer quotation system on a last sale basis, the final ask price of the Shares reported on the inter-dealer quotation system for such date, or, if there is no such sale on such date, then on the last preceding date on which a sale was reported, or (c) if the Shares are neither listed on a U.S. national securities exchange nor quoted on an inter-dealer
A-1
quotation system on a last sale basis, the amount determined by the Committee to be the fair market value of the Shares as determined by the Committee in its sole discretion. The Fair Market Value of any property other than Shares shall mean the market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, if the Committee determines in its discretion that an alternative definition of Fair Market Value should be used in connection with the grant, exercise, vesting, settlement, or payout of any Award, it may specify such alternative definition in the Award Agreement applicable to the Award. Such alternative definition may include a price that is based on the opening, actual, high, low, or average selling prices of a Share on the principal U.S. national securities exchange on which the Shares are listed and traded on the given date, the trading date preceding the given date, the trading date next succeeding the given date, or an average of trading days.
2.12. “Incentive Stock Option” shall mean an Option which when granted is intended to qualify as an incentive stock option for purposes of Section 422 of the Code.
2.13. “Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares at such price or prices and during such period or periods as the Committee shall determine.
2.14. “Other Share-Based Award” shall have the meaning set forth in Section 8.1.
2.15. “Participant” shall mean an Employee, Director or Consultant who is selected by the Committee to receive an Award under the Plan.
2.16. “Performance Award” shall mean any Award of Performance Cash, Performance Share Units or Performance Units that will be issued or granted, or become vested or payable, as the case may be, upon the achievement of certain performance goals (as opposed to the lapse of time only) granted pursuant to Section 9.
2.17. “Performance Cash” shall mean any cash incentives granted pursuant to Section 9 payable to the Participant upon the achievement of such performance goals as the Committee shall establish.
2.18. “Performance Period” shall mean the period established by the Committee during which any performance goals specified by the Committee with respect to a Performance Award are to be measured.
2.19. “Performance Share Unit” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated number of Shares, which value may be paid to the Participant upon achievement of such performance goals as the Committee shall establish.
2.20. “Performance Unit” shall mean any grant pursuant to Section 9 of a unit valued by reference to a designated amount of cash or property other than Shares, which value may be paid to the Participant upon achievement of such performance goals during the Performance Period as the Committee shall establish.
2.21. “Permitted Assignee” shall have the meaning set forth in Section 11.3.
2.22. “Prior Plans” shall mean, collectively, the Company’s 2008 Deferred Stock Unit Plan for Outside Directors, 2013 Long Term Incentive Plan and 2018 Long Term Incentive Plan.
2.23. “Restricted Share” shall mean any Share issued with the restriction that the holder may not sell, transfer, pledge or assign such Share and with such other restrictions as the Committee, in its sole discretion, may impose, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
2.24. “Restricted Share Award” shall have the meaning set forth in Section 7.1.
2.25. “Restricted Share Unit” shall mean an Award that is valued by reference to a Share, which value may be paid to the Participant in Shares or cash as determined by the Committee in its sole discretion upon the satisfaction of vesting restrictions as the Committee may establish, which restrictions may lapse separately or in combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.
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2.26. “Restricted Share Unit Award” shall have the meaning set forth in Section 7.1.
2.27. “SEC” means the Securities and Exchange Commission.
2.28. “Shares” shall mean the shares of common stock of the Company, without par value.
2.29. “Stock Appreciation Right” shall mean the right granted to a Participant pursuant to Section 6.
2.30. “Subsidiary” shall mean any corporation (other than the Company), limited liability company, partnership, or other form of business entity in an unbroken chain of such entities beginning with the Company if, at the relevant time each of the entities other than the last entity in the unbroken chain owns stock or other similar ownership interests possessing 50% or more of the total combined voting power of all classes of stock or other similar ownership interests in one of the other entities in the chain.
2.31. “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.
2.32. “Vesting Period” shall mean the period of time specified by the Committee or Board during which vesting restrictions for an Award are applicable.
3. SHARES SUBJECT TO THE PLAN
3.1. Number of Shares. (a) Subject to adjustment as provided in Section 11.2, a total of 6,500,000 Shares shall be authorized for Awards granted under the Plan less one (1) Share for every one (1) Share subject to an award granted under any Prior Plan after September 11, 2026. After the effective date of the Plan (as provided in Section 12.13), no awards may be granted under any Prior Plan.
(b) If any Shares subject to an Award are forfeited, an Award expires or otherwise terminates without issuance of Shares, or an Award is settled for cash (in whole or in part) or otherwise does not result in the issuance of all or a portion of the Shares subject to such Award, such Shares shall, to the extent of such forfeiture, expiration, termination, cash settlement or non-issuance, again be available for grant under the Plan.
(c) Notwithstanding paragraph (b) above, in the event that (i) any withholding tax liabilities arising from (A) the exercise (in the case of an Option or Stock Appreciation Right), or (B) the issuance, settlement, or vesting of Shares (in the case of a Restricted Share Award, Restricted Share Unit Award, or any Other Share-Based Award), are satisfied by the tendering or withholding of Shares by the Company, (ii) Shares are tendered by the Participant or withheld by the Company in payment of the purchase price of an Option, or (iii) Shares are reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of Options, the Shares so tendered or withheld shall be counted against the limit in Section 3.1 and shall not be added back to the number of Shares available for issuance.
(d) Substitute Awards shall not reduce the Shares authorized for grant under the Plan; provided, however, any Shares subject to a Substitute Award that are (A) forfeited or not issued due to the expiration of the Substitute Award or (B) tendered, withheld, or reacquired by the Company under any of the circumstances described above in Section 3.1(c) applicable to Awards that are not Substitute Awards shall not be added back to the number of Shares available for issuance.
(e) In the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities that are parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided that Awards using
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such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.
3.2. Character of Shares. Any Shares issued hereunder may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares purchased in the open market or otherwise.
4. ELIGIBILITY AND ADMINISTRATION
4.1. Eligibility. Any Employee, Director or Consultant shall be eligible to be selected as a Participant.
4.2. Administration. (a) Except with respect to any authority, duties or responsibilities that the Committee is permitted and elects to delegate hereunder, the Plan shall be administered by the Committee. The Committee shall have full power and authority, subject to the provisions of the Plan and subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board, to: (i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; (ii) determine the type or types of Awards to be granted to each Participant hereunder; (iii) determine the number of Shares (or dollar value) to be covered by each Award granted hereunder; (iv) determine the terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted hereunder (including, without limitation, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any Awards or the Shares relating thereto) based in each case on such factors as the Committee, in its sole discretion, shall determine; (v) determine whether, to what extent and under what circumstances Awards may be settled in cash, Shares or other property; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other property and other amounts payable with respect to an Award made under the Plan shall be deferred either automatically or at the election of the Participant; (vii) determine whether, to what extent and under what circumstances any Award shall be canceled or suspended; (viii) interpret and administer the Plan and any instrument or agreement entered into under or in connection with the Plan, including any Award Agreement; (ix) correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent that the Committee shall deem desirable to carry it into effect; (x) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) determine whether any Award, other than an Option or Stock Appreciation Right, will include Dividend Equivalents subject to Section 11.5; and (xii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.
(b) Decisions of the Committee shall be final, conclusive and binding on all persons or entities, including the Company, any Participant, and any Subsidiary. A majority of the members of the Committee may determine its actions, including fixing the time and place of its meetings.
(c) To the extent not inconsistent with applicable law (including without limitation applicable state laws), Section 162(m) of the Code with respect to Awards intended to comply with the performance-based compensation exception under Section 162(m), and the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded, the Committee may (i) delegate to a committee of one or more Directors of the Company, or such higher number as may be required under applicable law, any of the authority of the Committee under the Plan, including the right to grant, cancel or suspend Awards, (ii) delegate to one or more executive officers the Committee’s authority, duties and responsibilities relating to the Company’s right to prevent, enforce or remedy affirmative or restrictive covenants contained in any Award, as set forth in Section 12.5(b), including the authority for such executive officer(s) to further delegate such authority, duties and responsibilities to any other individual or entity, whether or not such person or entity is employed by, an officer of, or affiliated with the Company and (iii) authorize one or more executive officers to do one or more of the following with respect to Employees who are not directors or executive officers of the Company to the extent permissible under applicable law: (A) designate Employees to be recipients
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of Awards, (B) determine the number of Shares subject to such Awards to be received by such Employees and (C) cancel or suspend Awards to such Employees; provided that (x) any resolution of the Committee authorizing such officer(s) must specify the total number of Shares subject to Awards that such officer(s) may so award and (y) the Committee may not authorize any officer to designate himself or herself as the recipient of an Award.
4.3. Director Compensation Limit. The maximum number of Shares subject to Awards granted under the Plan or otherwise during any one fiscal year to any Director, taken together with any cash fees paid by the Company to such Director during such fiscal year for service as Director, will not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes), excluding, for this purpose, the value of any Dividend Equivalents paid during such fiscal year. For purposes of the foregoing limitation, any deferred stock units or other deferred shares granted under the Plan shall count against the limit only during the fiscal year in which the Awards are initially granted and not in the fiscal year in which any deferred stock units or deferred Shares are ultimately settled and issued. The limitation set forth in this Section 4.3 will not apply to Awards granted to a Director solely in his or her capacity as non-executive chairman of the Board, provided that the non-executive chairman receiving such additional compensation may not participate in the decision to award such compensation.
5. OPTIONS
5.1. Grant. Options may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Any Option shall be subject to the terms and conditions of this Section 5 and to such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall deem desirable.
5.2. Award Agreements. All Options shall be evidenced by an Award Agreement in such form and containing such terms and conditions as the Committee or Board shall determine which are not inconsistent with the provisions of the Plan. The terms and conditions of Options need not be the same with respect to each Participant. Granting an Option pursuant to the Plan shall impose no obligation on the recipient to exercise such Option. Any individual who is granted an Option pursuant to this Section 5 may hold more than one Option granted pursuant to the Plan at the same time.
5.3. Option Price. Other than in connection with Substitute Awards, the option price per each Share purchasable under any Option granted pursuant to this Section 5 shall not be less than 100% of the Fair Market Value of one Share on the date of grant of such Option; provided, however, that in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the option price per share shall be no less than 110% of the Fair Market Value of one Share on the date of grant. Other than pursuant to Section 11.2, the Committee shall not without the approval of the Company’s shareholders (a) lower the option price per Share of an Option after it is granted, (b) cancel an Option when the option price per Share exceeds the Fair Market Value of one Share in exchange for cash, another Award or other consideration (other than in connection with a Change in Control as defined in Section 10.3), or (c) take any other action with respect to an Option that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.
5.4. Option Term. The term of each Option shall be fixed by the Committee in its sole discretion; provided that no Option shall be exercisable after the expiration of ten (10) years from the date the Option is granted, except in the event of death or disability; provided, however, that the term of the Option shall not exceed five (5) years from the date the Option is granted in the case of an Incentive Stock Option granted to a Participant who, at the time of the grant, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary. Notwithstanding the foregoing, in the event that on the last business day of the term of an Option (a) the exercise of the Option, other than an Incentive Stock Option, is prohibited by applicable law or (b) Shares may not be purchased or sold by certain Employees or Directors due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of
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securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.
5.5. Vesting of Options. The Award Agreement shall specify when Options vest and become exercisable. Except for Substitute Awards, the death, disability or retirement of the Participant, or special circumstances determined by the Committee, Options shall have a Vesting Period of not less than (a) twenty-four (24) months from date of grant (but permitting pro rata vesting over such time) if subject only to continued service with the Company or a Subsidiary and (b) one year from the date of grant if subject to the achievement of performance objectives, subject in either case to accelerated vesting in the Committee’s discretion in the event of a Change in Control (as defined in Section 10.3) if the Options are not assumed, substituted for or continued as provided in Section 10.2. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to (x) grants to new hires to replace forfeited awards from a prior employer or (y) grants in payment of Performance Awards and other earned cash-based incentive compensation. The minimum Vesting Period requirements of this Section shall not apply to Options granted to Directors or Consultants.
5.6. Exercise of Options. (a) Vested Options granted under the Plan shall be exercised by the Participant or by a Permitted Assignee thereof (or the Participant’s executors, administrators, guardian or legal representative, to the extent provided in an Award Agreement) as to all or part of the Shares covered thereby, by giving notice of exercise to the Company or its designated agent, specifying the number of Shares to be purchased. The notice of exercise shall be in such form, made in such manner, and shall comply with such other requirements consistent with the provisions of the Plan as the Committee, or any representative authorized by the Committee, may prescribe from time to time.
(b) Unless otherwise provided in an Award Agreement, full payment of such purchase price shall be made at the time of exercise and shall be made (i) in cash or cash equivalents (including certified check or bank check or wire transfer of immediately available funds), (ii) by tendering previously acquired Shares (either actually or by attestation) valued at their then Fair Market Value, (iii) with the consent of the Committee, by delivery of other consideration having a Fair Market Value on the exercise date equal to the total purchase price, (iv) with the consent of the Committee, by withholding Shares otherwise issuable in connection with the exercise of the Option, (v) through any other method specified in an Award Agreement (including same-day sales through a broker), or (vi) any combination of any of the foregoing. The notice of exercise, accompanied by such payment, shall be delivered to the Company or its designated agent at its principal business office or such other office as the Committee may from time to time direct, and shall be in such form, containing such further provisions consistent with the provisions of the Plan, as the Committee may from time to time prescribe. In no event may any Option granted hereunder be exercised for a fraction of a Share.
(c) Notwithstanding the foregoing, an Award Agreement may provide that if, on the last day of the term of an Option, the Fair Market Value of one Share exceeds the option price per Share, the Participant has not exercised the Option (or a tandem Stock Appreciation Right, if applicable) and the Option has not expired, the Option shall be deemed to have been exercised by the Participant on such day with payment made by withholding Shares otherwise issuable in connection with the exercise of the Option. In such event, the Company shall deliver to the Participant the number of Shares for which the Option was deemed exercised, less the number of Shares required to be withheld for the payment of the total purchase price and required withholding taxes; provided, however, any fractional Share shall be settled in cash.
5.7. Form of Settlement. In its sole discretion, the Committee may provide that the Shares to be issued upon an Option’s exercise shall be in the form of Restricted Shares or other similar securities.
5.8. Incentive Stock Options. The Committee may grant Incentive Stock Options to any Employee, subject to the requirements of Section 422 of the Code. Solely for purposes of determining whether Shares are available for the grant of Incentive Stock Options under the Plan, the maximum aggregate number of Shares that may be issued pursuant to Incentive Stock Options granted under the Plan shall be 6,500,000 Shares, subject to adjustment as provided in Section 11.2.
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6. STOCK APPRECIATION RIGHTS
6.1. Grant and Vesting.
(a) The Committee may grant Stock Appreciation Rights (i) in tandem with all or part of any Option granted under the Plan or at any subsequent time during the term of such Option, (ii) in tandem with all or part of any Award (other than an Option) granted under the Plan or at any subsequent time during the term of such Award, or (iii) without regard to any Option or other Award in each case upon such terms and conditions as the Committee may establish in its sole discretion.
(b) The Award Agreement shall specify when Stock Appreciation Rights vest and become exercisable. Except for Substitute Awards, the death, disability or retirement of the Participant, or special circumstances determined by the Committee, Stock Appreciation Rights shall have a Vesting Period of not less than (i) twenty-four (24) months from date of grant (but permitting pro rata vesting over such time) if subject only to continued service with the Company or a Subsidiary and (ii) one year from the date of grant if subject to the achievement of performance objectives, subject in either case to accelerated vesting in the Committee’s discretion in the event of a Change in Control (as defined in Section 10.3) if the Stock Appreciation Rights are not assumed, substituted for or continued as provided in Section 10.2. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to (x) grants to new hires to replace forfeited awards from a prior employer or (y) grants in payment of Performance Awards and other earned cash-based incentive compensation. The minimum Vesting Period requirements of this Section shall not apply to Stock Appreciation Rights granted to Directors or Consultants.
6.2. Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of the Plan, as shall be determined from time to time by the Committee, including the following:
(a) Upon the exercise of a Stock Appreciation Right, the holder shall have the right to receive the excess of (i) the Fair Market Value of one Share on the date of exercise (or such amount less than such Fair Market Value as the Committee shall so determine at any time during a specified period before the date of exercise) over (ii) the grant price of the Stock Appreciation Right.
(b) The Committee shall determine in its sole discretion whether payment on exercise of a Stock Appreciation Right shall be made in cash, in whole Shares or other property, or any combination thereof.
(c) The terms and conditions of Stock Appreciation Rights need not be the same with respect to each recipient.
(d) The Committee may impose such other terms and conditions on the exercise of any Stock Appreciation Right, as it shall deem appropriate. A Stock Appreciation Right shall (i) have a grant price per Share of not less than the Fair Market Value of one Share on the date of grant or, if applicable, on the date of grant of an Option with respect to a Stock Appreciation Right granted in exchange for or in tandem with, but subsequent to, the Option (subject to the requirements of Section 409A of the Code) except in the case of Substitute Awards or in connection with an adjustment provided in Section 11.2, and (ii) have a term not greater than ten (10) years, except in the event of death or disability. Notwithstanding clause (ii) of the preceding sentence, in the event that on the last business day of the term of a Stock Appreciation Right (x) the exercise of the Stock Appreciation Right is prohibited by applicable law or (y) Shares may not be purchased or sold by certain Employees or Directors due to the “black-out period” of a Company policy or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term shall be extended for a period of thirty (30) days following the end of the legal prohibition, black-out period or lock-up agreement.
(e) An Award Agreement may provide that if, on the last day of the term of a Stock Appreciation Right, the Fair Market Value of one Share exceeds the grant price per Share of the Stock Appreciation Right, the Participant has not exercised the Stock Appreciation Right or the tandem Option (if applicable), and the Stock Appreciation Right has not otherwise expired, the Stock Appreciation Right shall be deemed to have been exercised by the Participant on such day. In such event, the Company
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shall make payment to the Participant in accordance with this Section, reduced by the number of Shares (or cash) required for withholding taxes; any fractional Share shall be settled in cash.
(f) Without the approval of the Company’s shareholders, other than pursuant to Section 11.2, the Committee shall not (i) reduce the grant price of any Stock Appreciation Right after the date of grant, (ii) cancel any Stock Appreciation Right when the grant price per Share exceeds the Fair Market Value of one Share in exchange for cash, another Award or other consideration (other than in connection with a Change in Control as defined in Section 10.3), or (iii) take any other action with respect to a Stock Appreciation Right that would be treated as a repricing under the rules and regulations of the principal U.S. national securities exchange on which the Shares are listed.
7. RESTRICTED SHARES AND RESTRICTED SHARE UNITS
7.1. Grants. Awards of Restricted Shares and of Restricted Share Units may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan (a “Restricted Share Award” or “Restricted Share Unit Award” respectively), and such Restricted Share Awards and Restricted Share Unit Awards shall also be available as a form of payment of Performance Awards and other earned cash-based incentive compensation. The Committee has absolute discretion to determine whether any consideration (other than services) is to be received by the Company or any Subsidiary as a condition precedent to the grant of Restricted Shares or Restricted Share Units, subject to such minimum consideration as may be required by applicable law.
7.2. Award Agreements. The terms of any Restricted Share Award or Restricted Share Unit Award granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee or Board and not inconsistent with the Plan. The terms of Restricted Share Awards and Restricted Share Unit Awards need not be the same with respect to each Participant.
7.3. Rights of Holders of Restricted Shares and Restricted Share Units.
(a) Unless otherwise provided in the Award Agreement, beginning on the date of grant of the Restricted Share Award and subject to execution of the Award Agreement, the Participant shall become a shareholder of the Company with respect to all Shares subject to the Award Agreement and shall have all of the rights of a shareholder, including the right to vote such Shares and the right to receive distributions made with respect to such Shares, except as otherwise provided in this Section.
(b) A Participant who holds a Restricted Share Unit Award shall only have those rights specifically provided for in the Award Agreement; provided, however, in no event shall the Participant have voting rights with respect to such Award.
(c) A Participant shall have those rights to dividends, distributions or Dividend Equivalents as set forth in Section 11.5.
7.4. Vesting Period. The Award Agreement shall specify the Vesting Period for Restricted Share Awards or Restricted Share Unit Awards. Except for Substitute Awards, the death, disability or retirement of the Participant, or special circumstances determined by the Committee, Restricted Share Awards and Restricted Share Unit Awards shall have a Vesting Period of not less than (a) twenty-four (24) months from date of grant (but permitting pro rata vesting over such time) if subject only to continued service with the Company or a Subsidiary and (b) one year from the date of grant if subject to the achievement of performance objectives, subject in either case to accelerated vesting in the Committee’s discretion in the event of a Change in Control (as defined in Section 10.3) if the Restricted Share Awards or Restricted Share Unit Awards are not assumed, substituted for or continued as provided in Section 10.2. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to (x) grants to new hires to replace forfeited awards from a prior employer or (y) grants in payment of Performance Awards and other earned cash-based incentive compensation. The minimum Vesting Period requirements of this Section shall not apply to Restricted Share Awards or Restricted Share Unit Awards granted to Directors or Consultants.
7.5. Issuance of Shares. Any Restricted Shares granted under the Plan may be evidenced in such manner as the Board may deem appropriate, including book-entry registration or issuance of a stock certificate or certificates, which certificate or certificates shall be held by the Company. Such book
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entry registration, certificate or certificates shall be registered in the name of the Participant and shall bear an appropriate legend referring to the restrictions applicable to such Restricted Shares.
8. OTHER SHARE-BASED AWARDS
8.1. Grants. Other Awards of Shares and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Shares or other property (“Other Share-Based Awards”), including deferred stock units, may be granted hereunder to Participants either alone or in addition to other Awards granted under the Plan. Other Share-Based Awards shall also be available as a form of payment of other Awards granted under the Plan and other earned cash-based compensation.
8.2. Award Agreements. The terms of Other Share-Based Awards granted under the Plan shall be set forth in an Award Agreement which shall contain provisions determined by the Committee and that are not inconsistent with the Plan. The terms of such Awards need not be the same with respect to each Participant. An Other Share-Based Award may entitle a Participant to dividends, distributions or Dividend Equivalents as set forth in Section 11.5.
8.3. Vesting Period. The Award Agreement shall specify the Vesting Period for Other Share-Based Awards. Except for Substitute Awards, the death, disability or retirement of the Participant, or special circumstances determined by the Committee, Other Share-Based Awards shall have a Vesting Period of not less than (a) twenty-four (24) months from date of grant (but permitting pro rata vesting over such time) if subject only to continued service with the Company or a Subsidiary and (b) one year from the date of grant if subject to the achievement of performance objectives, subject in either case to accelerated vesting in the Committee’s discretion in the event of a Change in Control (as defined in Section 10.3) if the Other Share-Based Awards are not assumed, substituted for or continued as provided in Section 10.2. Notwithstanding the foregoing, the restrictions in the preceding sentence shall not be applicable to (x) grants to new hires to replace forfeited awards from a prior employer or (y) grants of Other Share-Based Awards in payment of Performance Awards and other earned cash-based incentive compensation. The minimum Vesting Period requirements of this Section shall not apply to Other Share-Based Awards granted to Directors or Consultants.
8.4. Payment. Except as may be provided in an Award Agreement, Other Share-Based Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee. Other Share-Based Awards may be paid in a lump sum or in installments or, in accordance with procedures established by the Committee, on a deferred basis subject to the requirements of Section 409A of the Code.
9. PERFORMANCE AWARDS
9.1. Grants. Performance Awards in the form of Performance Cash, Performance Share Units or Performance Units, as determined by the Committee in its sole discretion, may be granted hereunder to Participants, for no consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The performance goals to be achieved for each Performance Period shall be conclusively determined by the Committee or Board and may be based upon the performance criteria set forth below in Section 9.5 or such other criteria as determined by the Committee in its discretion.
9.2. Award Agreements. The terms of any Performance Award granted under the Plan shall be set forth in an Award Agreement (or, if applicable, in a resolution duly adopted by the Committee) which shall contain provisions determined by the Committee or Board and that are not inconsistent with the Plan, including whether such Awards shall have Dividend Equivalents in accordance with Section 11.5. The terms of Performance Awards need not be the same with respect to each Participant.
9.3. Terms and Conditions. The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee or Board upon the grant of each Performance Award; provided, however, that a Performance Period shall not be shorter than one year unless the Award is not payable in Shares. The amount of the Award to be distributed shall be conclusively determined by the Committee or Board.
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9.4. Payment. Except as provided in Section 10, as provided by the Committee or Board or as may be provided in an Award Agreement, Performance Awards will be distributed only after the end of the relevant Performance Period. Performance Awards may be paid in cash, Shares, other property, or any combination thereof, in the sole discretion of the Committee or Board. Performance Awards may be paid in a lump sum or in installments following the close of the Performance Period or, in accordance with procedures established by the Committee or Board, on a deferred basis subject to the requirements of Section 409A of the Code.
9.5. Performance Criteria.
(a) If the Committee determines that a Restricted Share Award, a Restricted Share Unit, a Performance Award, an Other Share-Based Award or any other Award is intended to be a Performance Award, subject to this Section 9, the lapsing of restrictions thereon and the distribution of cash, Shares or other property pursuant thereto, as applicable, may be subject to the achievement of one or more performance goals established by the Committee, which may be based on the attainment of specified levels of one or any combination of the following: sales (including comparable sales); net sales; return on sales; revenue, net revenue, product revenue or system-wide revenue (including growth of such revenue measures); operating income (before or after taxes); pre- or after-tax income or loss (before or after allocation of corporate overhead and bonus); earnings or loss per share; net income or loss (before or after taxes); return on equity (including average return on equity); total shareholder return (or any element of shareholder return); return on assets or net assets; the price of the Shares or any other publicly-traded securities of the Company; total number of clients; number of new clients; client retention; total tax returns prepared; market share; gross profits; gross or net profit margin; gross profit growth; net operating profit (before or after taxes); operating earnings; earnings or losses or net earnings or losses (including earnings or losses before taxes, before interest and taxes, or before interest, taxes, depreciation and amortization); earnings or losses margin percentage or net earnings or losses margin percentage; economic value-added models or equivalent metrics; comparisons with various stock market indices; reductions in costs; cash flow (including operating cash flow and free cash flow) or cash flow per share (before or after dividends); return on capital (including return on total capital or return on invested capital); cash flow return on investment; cash flow return on capital; improvement in or attainment of expense levels or working capital levels, including cash, inventory and accounts receivable; general and administrative expense savings; inventory control; operating margin; gross margin; year-end cash; cash margin; debt reduction; shareholders equity; operating efficiencies; cost reductions or savings; market share; customer satisfaction; customer growth; customer retention; employee satisfaction; productivity or productivity ratios; regulatory achievements (including submitting or filing applications or other documents with regulatory authorities or receiving approval of any such applications or other documents); strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property; establishing relationships with commercial entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing organizations, distributors and other vendors); co-development, co-marketing, profit sharing, joint venture or other similar arrangements); financial ratios, including those measuring liquidity, activity, profitability or leverage; cost of capital or assets under management; financing and other capital-raising transactions (including sales of the Company’s equity or debt securities; debt level; year-end cash position; book value; factoring transactions; competitive market metrics; timely completion of new product roll-outs; timely launch of new facilities (such as new store openings, gross or net); sales or licenses of the Company’s assets, including its intellectual property, whether in a particular jurisdiction or territory or globally; or through partnering transactions); royalty income; implementation, completion or attainment of measurable objectives with respect to research, development, manufacturing, commercialization, products or projects, production volume levels, acquisitions and divestitures, succession and hiring projects, reorganization and other corporate transactions, expansions of specific business operations and meeting divisional or project budgets; factoring transactions; and recruiting and maintaining personnel. Any performance goals that are financial metrics may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established (or to the extent permitted under Section 162(m) of the Code, at any time thereafter) to include or exclude any items otherwise includable or excludable under GAAP.
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(b) The performance goals specified in Section 9.5(a) also may be based solely by reference to the Company’s consolidated performance, performance of the Company’s continuing operations, or the performance of a Subsidiary, division, business segment or business unit of the Company, or based upon the performance of the Company relative to performance of other companies or upon comparisons of any of the indicators of Company performance relative to performance of other companies.
(c) When determining the specific metrics applicable to the performance goals specified in Section 9.5(a), and calculating the actual results related thereto, the Committee may include or exclude the impact of an event or occurrence which the Committee determines should appropriately be included or excluded, including without limitation (i) restructurings, performance attributable to discontinued operations, extraordinary items, and other unusual, infrequently occurring, or non-recurring charges, (ii) any event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (iii) acquisitions and divestitures, (iv) any reorganization or change in the corporate structure or capital structure of the Company, (v) foreign exchange gains or losses or (vi) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles. With respect to any Performance Award, the Committee may adjust the amount payable pursuant to such Award, and the Committee may waive the achievement of the applicable performance goals, in each case in its sole discretion.
10. CHANGE IN CONTROL PROVISIONS
10.1. Impact on Certain Awards. The Committee may, in Award Agreements or otherwise, provide that in the event of a Change in Control of the Company (as defined in Section 10.3) (a) Options and Stock Appreciation Rights outstanding as of the date of the Change in Control shall be cancelled and terminated without payment if the Fair Market Value of one Share as of the date of the Change in Control is less than the per Share Option exercise price or Stock Appreciation Right grant price, and (b) all Performance Awards shall be (i) considered to be earned and payable based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control), and any limitations or other restrictions shall lapse and such Performance Awards shall be immediately settled or distributed or (ii) converted into Restricted Share or Restricted Share Unit Awards based on achievement of performance goals or based on target performance (either in full or pro rata based on the portion of Performance Period completed as of the date of the Change in Control) that are subject to Section 10.2.
10.2. Assumption or Substitution of Certain Awards. (a) Unless otherwise provided in an Award Agreement, in the event of a Change in Control of the Company in which the successor company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and continues the Award), if a Participant’s employment with such successor company (or the Company) or a subsidiary thereof terminates within 24 months following such Change in Control (or such other period set forth in the Award Agreement, including prior to the Change in Control if applicable) and under the circumstances specified in the Award Agreement (i) Options and Stock Appreciation Rights outstanding as of the date of such termination of employment will immediately vest, become fully exercisable, and may thereafter be exercised for 24 months (or the period of time set forth in the Award Agreement), (ii) the restrictions, limitations and other conditions applicable to Restricted Shares and Restricted Share Units outstanding as of the date of such termination of employment shall lapse and the Restricted Shares and Restricted Share Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards or any other Awards shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant. For the purposes of this Section 10.2, an Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award shall be considered assumed or substituted for if following the Change in Control the Award confers the right to purchase
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or receive, for each Share subject to the Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of Shares for each Share held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award, for each Share subject thereto, will be solely common stock of the successor company with a fair market value substantially equal to the per Share consideration received by holders of Shares in the transaction constituting a Change in Control. The determination of whether fair market value is substantially equal shall be made by the Committee in its sole discretion and its determination shall be conclusive and binding.
(b) Unless otherwise provided in an Award Agreement, in the event of a Change in Control of the Company to the extent the successor company does not assume or substitute for an Option, Stock Appreciation Right, Restricted Share Award, Restricted Share Unit Award or Other Share-Based Award (or in which the Company is the ultimate parent corporation and does not continue the Award), then immediately prior to the Change in Control: (i) those Options and Stock Appreciation Rights outstanding as of the date of the Change in Control that are not assumed or substituted for (or continued) shall immediately vest and become fully exercisable, (ii) restrictions, limitations and other conditions applicable to Restricted Shares and Restricted Share Units that are not assumed or substituted for (or continued) shall lapse and the Restricted Shares and Restricted Share Units shall become free of all restrictions, limitations and conditions and become fully vested, and (iii) the restrictions, limitations and other conditions applicable to any Other Share-Based Awards or any other Awards that are not assumed or substituted for (or continued) shall lapse, and such Other Share-Based Awards or such other Awards shall become free of all restrictions, limitations and conditions and become fully vested and transferable to the full extent of the original grant.
(c) The Committee, in its discretion, may determine that, upon the occurrence of a Change in Control of the Company, each Option and Stock Appreciation Right outstanding shall terminate within a specified number of days after notice to the Participant, and/or that each Participant shall receive, with respect to each Share subject to such Option or Stock Appreciation Right, an amount equal to the excess of the Fair Market Value of such Share immediately prior to the occurrence of such Change in Control over the exercise price per Share of such Option and/or Stock Appreciation Right; such amount to be payable in cash, in one or more kinds of stock or property (including the stock or property, if any, payable in the transaction) or in a combination thereof, as the Committee, in its discretion, shall determine.
10.3. Change in Control. For purposes of the Plan, unless otherwise provided in an Award Agreement, Change in Control means the occurrence of any one of the following events:
(a) During any twenty-four (24) month period, individuals who, as of the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the beginning of such period whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
(b) Any “person” (as such term is defined in the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the
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combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this Section 10.3(b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Company or any Subsidiary; (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary; (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) pursuant to a Non-Qualifying Transaction, as defined in Section 10.3(c);
(c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders, whether for such transaction or the issuance of securities in the transaction (a “Business Combination”), unless immediately following such Business Combination: (i) more than 50% of the total voting power of (A) the corporation resulting from such Business Combination (the “Surviving Corporation”), or (B) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation), is or becomes the beneficial owner, directly or indirectly, of 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation); and (iii) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Business Combination were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies all of the criteria specified in (i), (ii) and (iii) above shall be deemed to be a “Non-Qualifying Transaction”); or
(d) The consummation of a sale of 50% or more of the total gross fair market value of the Company’s assets, other than to an entity (or, if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of such entity) (i) in which 50% or more of the Voting Securities is represented by Company Voting Securities that were outstanding immediately prior to such sale or (ii) of which the Company directly or indirectly owns 50% or more of the Voting Securities.
Notwithstanding anything contained in this Section 10.3, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 35% of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall be deemed to have occurred.
11. GENERALLY APPLICABLE PROVISIONS
11.1. Amendment and Termination of the Plan. The Board may, from time to time, alter, amend, suspend or terminate the Plan as it shall deem advisable, subject to any requirement for shareholder approval imposed by applicable law, including the rules and regulations of the principal U.S. national securities exchange on which the Shares are traded; provided that the Board may not amend the Plan in any manner that would result in noncompliance with Rule 16b-3 under the Exchange Act; and further provided that the Board may not, without the approval of the Company’s shareholders, amend the Plan to (a) increase the number of Shares that may be the subject of Awards under the Plan (except for adjustments pursuant to Section 11.2), (b) expand the types of awards available under the Plan, (c) materially expand the class of persons eligible to participate in the Plan, (d) amend Section 5.3 or Section 6.2(f) to eliminate the requirements relating to minimum exercise price, minimum grant
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price and shareholder approval, or (e) increase the maximum permissible term of any Option specified by Section 5.4 or the maximum permissible term of a Stock Appreciation Right specified by Section 6.2(d). The Board may not (except pursuant to Section 11.2 or in connection with a Change in Control), without the approval of the Company’s shareholders, take any action with respect to an Option or Stock Appreciation Right that would, if such action were taken by the Committee, violate section 5.3 or 6.2(f). In addition, no amendments to, or termination of, the Plan shall impair the rights of a Participant in any material respect under any Award previously granted without such Participant’s consent.
11.2. Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off or similar transaction or other change in corporate structure affecting the Shares or the value thereof, such adjustments and other substitutions shall be made to the Plan and to Awards in a manner the Committee deems equitable or appropriate taking into consideration the accounting and tax consequences, including such adjustments in the aggregate number, class and kind of securities that may be delivered under the Plan, the maximum number of Shares that may be issued pursuant to Incentive Stock Options, in the aggregate or to any Participant, in the number, class, kind and option or exercise price of securities subject to outstanding Awards granted under the Plan (including, if the Committee deems appropriate, the substitution of similar options to purchase the shares of, or other awards denominated in the shares of, another company) as the Committee may determine to be appropriate, and the performance goals applicable to outstanding Awards; provided, however, that the number of Shares subject to any Award shall always be a whole number, unless the Committee determines otherwise.
11.3. Transferability of Awards. Except as provided below, no Award and no Shares that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, may be sold, assigned, transferred, pledged or otherwise encumbered, other than by will or the laws of descent and distribution, and such Award may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. To the extent and under such terms and conditions as determined by the Committee, a Participant may assign or transfer an Award without consideration (each transferee thereof, a “Permitted Assignee”) (a) to the Participant’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (b) to a trust for the benefit of one or more of the Participant or the persons referred to in clause (a), (c) to a partnership, limited liability company or corporation in which the Participant or the persons referred to in clause (a) are the only partners, members or shareholders, or (d) for charitable donations; provided however, that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and the Award Agreement relating to the transferred Award and shall execute an agreement satisfactory to the Company evidencing such obligations; and provided further that such Participant shall remain bound by the terms and conditions of the Plan. The Company shall cooperate with any Permitted Assignee and the Company’s transfer agent in effectuating any transfer permitted under this Section.
11.4. Termination of Employment or Services. The Committee shall determine and set forth in each Award Agreement whether any Awards granted in such Award Agreement will continue to be exercisable, continue to vest or be earned and the terms of such exercise, vesting or earning, on and after the date that a Participant ceases to be employed by or to provide services to the Company or any Subsidiary (including as a Director), whether by reason of death, disability, voluntary or involuntary termination of employment or services, or otherwise. The date of termination of a Participant’s employment or services will be determined by the Committee, which determination will be final.
11.5. Deferral; Dividends and Dividend Equivalents.
(a) The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred in accordance with Section 12.15.
(b) Unless otherwise expressly provided in the applicable Restricted Share Award Agreement, Restricted Share Awards shall be entitled to receive Shares or any other property distributed as
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dividends or otherwise relating to the underlying Shares; provided, however, in no event may any such distributed property or dividends be distributed or paid to the Participant with respect to a Restricted Share before such Restricted Share has become vested and all such distributions and dividends shall be subject to the same restrictions and risk of forfeiture to the same extent as the Restricted Share and shall be paid, if at all, at the time(s) such restrictions and risk of forfeiture lapse. The Committee shall have the sole discretion to determine whether, if at all, any cash-denominated amount that is subject to such restrictions shall earn interest and at what rate.
(c) The recipient of an Award other than an Option, Stock Appreciation Right or Restricted Share Award may, if so determined by the Committee, be entitled to receive, currently or on a deferred basis, amounts equivalent to cash, stock or other property, paid as dividends on Shares (“Dividend Equivalents”) with respect to the number of Shares covered by the Award; provided, however, (i) in no event will any such Dividend Equivalents be distributed to the Participant before the underlying Shares covered by the Award to which the Dividend Equivalents relate become vested or issued, (ii) any such Dividend Equivalents shall be subject to the same restrictions and risk of forfeiture as underlying Shares subject to the Award, and shall be paid, if at all, at the time such restrictions and risk of forfeiture lapse. Subject to the provisions of the Plan and to the extent expressly provided in the applicable Award Agreement, the Committee shall have the sole discretion to determine whether, if at all, any cash-denominated amount that is subject to such restrictions shall earn interest and at what rate or whether Dividend Equivalents (if any) shall be deemed to have been reinvested in additional Shares or otherwise reinvested or deemed reinvested in additional Shares.
12. MISCELLANEOUS
12.1. Award Agreements. Each Award Agreement shall either be (a) in writing in a form approved by the Committee or Board and executed by the Company by an officer duly authorized to act on its behalf, or (b) an electronic notice in a form approved by the Committee or Board and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking one or more types of Awards as the Committee may provide; in each case and if required by the Committee, the Award Agreement shall be executed or otherwise electronically accepted by the recipient of the Award in such form and manner as the Committee may require. The Committee may authorize any officer of the Company to execute any or all Award Agreements on behalf of the Company. The Award Agreement shall set forth the material terms and conditions of the Award as established by the Committee or Board consistent with the provisions of the Plan. The Award Agreement may be amended by agreement of the Company and the recipient, to the extent approved by the Committee or Board.
12.2. Tax Withholding. The Company shall have the right to make all payments or distributions pursuant to the Plan to a Participant (or a Permitted Assignee thereof) net of any applicable federal, state and local taxes required to be paid or withheld as a result of (a) the grant of any Award, (b) the exercise of an Option or Stock Appreciation Right, (c) the delivery of Shares or cash, (d) the lapse of any restrictions in connection with any Award or (e) any other event occurring pursuant to the Plan. The Company or any Subsidiary shall have the right to withhold from wages or other amounts otherwise payable to a Participant (or Permitted Assignee) such withholding taxes as may be required by law, or to otherwise require the Participant (or Permitted Assignee) to pay such withholding taxes. If the Participant (or Permitted Assignee) shall fail to make such tax payments as are required, the Company or its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant (or Permitted Assignee) or to take such other action as may be necessary to satisfy such withholding obligations. The Committee shall be authorized to establish procedures for election by Participants (or Permitted Assignees) to satisfy such obligation for the payment of such taxes by tendering previously acquired Shares (either actually or by attestation, valued at their then Fair Market Value), or by directing the Company to retain Shares otherwise deliverable in connection with the Award at such rate as will not cause an adverse accounting consequence or cost and is permitted under applicable withholding rules.
12.3. Right of Discharge Reserved; Claims to Awards. Nothing in the Plan nor the grant of an Award hereunder shall confer upon any Employee, Director or Consultant the right to continue in the employment or service of the Company or any Subsidiary or affect any right that the Company or any
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Subsidiary may have to terminate the employment or service of (or to demote or to exclude from future Awards under the Plan) any such Employee, Director or Consultant at any time for any reason. The Company shall not be liable for the loss of existing or potential profit from an Award granted in the event of termination of an employment or other relationship. No Employee, Director or Consultant shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Employees, Directors or Consultants under the Plan.
12.4. Substitute Awards. Notwithstanding any other provision of the Plan, the terms of Substitute Awards may vary from the terms set forth in the Plan to the extent the Committee deems appropriate to conform, in whole or in part, to the provisions of the awards in substitution for which they are granted.
12.5. Cancellation of Award; Forfeiture of Gain. Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that
(a) In the event of an accounting restatement due to material noncompliance by the Company with any financial reporting requirement under the securities laws, the Committee shall have the right to review any Award, the amount, payment or vesting of which was directly or indirectly based on an entry in the financial statements that are the subject of the restatement. If the Committee determines that (i) based on the results of the restatement or (ii) due to inaccurate financial data used to determine the payment or vesting of an Award, that a lesser amount or portion of an Award should have been paid, vested or realized (including as a result of the impact of the restatement or inaccurate data on the Fair Market Value of Shares as determined by the Committee in its discretion), it may (x) cancel all or any portion of any outstanding Awards and (y) require the Participant or other person to whom any payment has been made or shares or other property have been transferred in connection with the Award to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the period beginning twelve months preceding the date of the restatement and ending with the date of Committee action pursuant to this section of the Plan. In applying this section, the Committee is not required to treat all Participants in the same manner.
(b) If the Participant, without the consent of the Company, while employed by or providing services to the Company or any Subsidiary or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement, as determined by the Committee in its sole discretion, then (i) any outstanding, vested or unvested, earned or unearned portion of the Award may, at the Committee’s discretion, be canceled and (ii) the Committee, in its discretion, may require the Participant or other person to whom any payment has been made, or Shares or other property have been transferred in connection with the Award, to forfeit and pay over to the Company, on demand, all or any portion of the gain (whether or not taxable) realized upon the exercise of any Option or Stock Appreciation Right and the value realized (whether or not taxable) on the vesting or payment of any other Award during the time period specified in the Award Agreement. Except with respect to officers who are designated as executive officers by the Company’s Board of Directors under Section 16 of the Securities Act of 1934, the Committee shall have the power to delegate all or a portion of the Committee’s authority, duties and responsibilities under this Section 12.5(b) to one or more executive officers of the Company, including the authority for such executive officer(s) to further delegate such authority, duties and responsibilities to any other individual or entity, whether or not such person or entity is employed by, an officer of, or affiliated with the Company. Any delegation, including any delegation made by an executive officer, may be rescinded by the Committee at any time.
(c) Notwithstanding anything in this Section 12.5 or any Award Agreement to the contrary, all Awards granted under the Plan, and any Shares, cash or other property received with respect thereto, shall be subject to the terms of the H&R Block, Inc. Policy for the Recovery of Erroneously Awarded Compensation, as it may be amended from time to time (the “Clawback Policy”), and any other clawback, forfeiture or recoupment policy adopted by the Company from time to time or required by applicable law, government regulation or stock exchange listing standard. The Company will not indemnify any Participant against, or reimburse any Participant for, the loss of any compensation or
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property that is recovered, recouped or forfeited from such Participant pursuant to the Clawback Policy or any such other policy.
12.6. Stop Transfer Orders. All Shares delivered under the Plan pursuant to any Award shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the SEC, any stock exchange upon which the Shares are then listed, and any applicable federal or state securities law, and the Committee may cause a legend or notation to be put on any certificates or book entries to make appropriate reference to such restrictions.
12.7. Nature of Payments. All Awards made pursuant to the Plan are in consideration of services performed or to be performed for the Company or any Subsidiary, division or business unit of the Company or a Subsidiary. Any income or gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account, to the extent permissible under applicable law, as compensation for purposes of any of the employee benefit plans of the Company or any Subsidiary except as may be required by the terms of such plan or determined by the Committee or by the Board or board of directors of the applicable Subsidiary.
12.8. Other Plans. Nothing contained in the Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.
12.9. Severability. The provisions of the Plan shall be deemed severable. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part by a court of competent jurisdiction or by reason of change in a law or regulation, such provision shall (a) be deemed limited to the extent that such court of competent jurisdiction deems it lawful, valid and/or enforceable and as so limited shall remain in full force and effect, and (b) not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. If the making of any payment or the provision of any other benefit required under the Plan shall be held unlawful or otherwise invalid or unenforceable by a court of competent jurisdiction or any governmental regulatory agency, or impermissible under the rules of any securities exchange on which the Shares are listed, such unlawfulness, invalidity, unenforceability or impermissibility shall not prevent any other payment or benefit from being made or provided under the Plan, and if the making of any payment in full or the provision of any other benefit required under the Plan in full would be unlawful or otherwise invalid or impermissible, then such unlawfulness, invalidity, unenforceability or impermissibility shall not prevent such payment or benefit from being made or provided in part, to the extent that it would not be unlawful, invalid, unenforceable or impermissible, and the maximum payment or benefit that would not be unlawful, invalid, unenforceable or impermissible shall be made or provided under the Plan.
12.10. Construction. As used in the Plan, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”
12.11. Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver the Shares or payments in lieu of or with respect to Awards hereunder; provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.
12.12. Governing Law. The Plan and all determinations made and actions taken thereunder, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Missouri, without reference to principles of conflict of laws, and construed accordingly.
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12.13. Effective Date of Plan; Termination of Plan.
(a) The Plan shall be effective one (1) business day following the date of the approval of the Plan by the holders of the shares entitled to vote at a duly constituted meeting of the shareholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect.
(b) Awards may be granted under the Plan at any time and from time to time on or prior to the Board’s termination of the Plan, on which date the Plan will expire except as to Awards then outstanding under the Plan. Notwithstanding the foregoing, in no event may an Incentive Stock Option be granted more than ten (10) years after the earlier of (a) the date of the adoption of the Plan by the Board or (b) the effective date of the Plan as provided in the first sentence of this Section. Such outstanding Awards shall remain in effect until they have been exercised or terminated, or have expired.
12.14. Foreign Employees and Consultants. Awards may be granted to Participants who are foreign nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Employees or Consultants providing services in the United States as may, in the judgment of the Committee, be necessary or desirable in order to recognize differences in local law or tax policy. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Employees or Consultants on assignments outside their home country. Without limiting the foregoing, the Committee may adopt sub-plans, appendices or special provisions applicable to Participants providing services in specified foreign jurisdictions.
12.15. Compliance with Section 409A of the Code. It is intended that Awards shall not result in, and that this Plan and Awards shall be administered in a manner that does not result in, the imposition of any taxes, interest or penalties as a result of Section 409A of the Code and regulations and other guidance issued with respect thereto (any such taxes, interest or penalties shall be a “409A Penalty”) and this Plan and Awards shall be construed and interpreted in accordance with such intent. To the extent that an Award or the payment, settlement or deferral thereof is subject to Section 409A of the Code, the Award shall be granted, paid, settled or deferred in a manner that will not result in a 409A Penalty, except as otherwise determined by the Committee. Any provision of this Plan that would cause the grant of an Award or the payment, settlement or deferral thereof to result in a 409A Penalty shall be amended so as not to result in or to minimize a 409A Penalty on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A of the Code. Notwithstanding the requirements of this Section, in no event will the Company or any affiliate thereof (including the Committee) have any liability to any Participant with respect to any 409A Penalty even if there is a failure on the part of the Company or Committee to avoid or minimize a 409A Penalty.
12.16. No Registration Rights; No Right to Settle in Cash. The Company has no obligation to register with any governmental body or organization (including, without limitation, the SEC) any of (a) the offer or issuance of any Award, (b) any Shares issuable upon the exercise of any Award, or (c) the sale of any Shares issued upon exercise of any Award, regardless of whether the Company in fact undertakes to register any of the foregoing. In particular, in the event that any of (x) any offer or issuance of any Award, (y) any Shares issuable upon exercise of any Award, or (z) the sale of any Shares issued upon exercise of any Award are not registered with any governmental body or organization (including, without limitation, the SEC), the Company will not under any circumstance be required to settle its obligations, if any, under this Plan in cash.
12.17. Data Privacy. As a condition of acceptance of an Award, the Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this Section by and among, as applicable, the Company and its Subsidiaries for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company and its Subsidiaries hold certain personal information about the Participant, including the Participant’s name, home address and telephone
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number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or any Subsidiary, details of all Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, managing and administering the Plan (the “Data”). The Participant further understands that the Company and its Subsidiaries may transfer the Data amongst themselves as necessary for the purpose of implementation, management and administration of the Participant’s participation in the Plan, and that the Company and its Subsidiaries may each further transfer the Data to any third parties assisting the Company in the implementation, management, and administration of the Plan. The Participant understands that these recipients may be located in the Participant’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Participant, through participation in the Plan and acceptance of an Award under the Plan, authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any Shares. The Participant understands that the Data will be held only as long as is necessary to implement, manage, and administer the Participant’s participation in the Plan. The Participant understands that he or she may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data, or refuse or withdraw the consents herein in writing, in any case without cost, by contacting his or her local human resources representative. The Participant understands that refusal or withdrawal of consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Participant understands that he or she may contact his or her local human resources representative.
12.18. Indemnity. To the extent allowable pursuant to applicable law, each member of the Committee or of the Board and any person to whom the Committee has delegated any of its authority under the Plan shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.
12.19. Whistleblower Protections. Nothing contained herein, in any Award Agreement, or otherwise prohibits the Participant from: (a) reporting possible violations of federal law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the SEC, the U.S. Congress, or any agency Inspector General; (b) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (c) otherwise fully participating in any federal whistleblower programs, including but not limited to any such programs managed by the SEC and/or the Occupational Safety and Health Administration. The Participant does not need prior authorization from the Company to make any such reports or disclosures, and is not required to notify the Company about such disclosures.
12.20. Captions. The captions in the Plan are for convenience of reference only, and are not intended to narrow, limit or affect the substance or interpretation of the provisions contained herein.
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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYT03749-P57090-Z93772For Against AbstainFor Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !H&R BLOCK, INC.ONE H&R BLOCK WAYKANSAS CITY, MO 64105H&R BLOCK, INC.1. Election of DirectorsNominees:The Board of Directors unanimously recommends youvote "FOR" all the director nominees listed below inProposal 1:The Board of Directors unanimously recommends youvote "FOR" Proposal 2:2. Ratification of the appointment of Deloitte & Touche LLP asthe Company's independent registered public accountingfirm for the fiscal year ending June 30, 2027.3. Advisory approval of the Company's named executiveofficer compensation.4. Approval of the H&R Block, Inc. 2026 Long Term IncentivePlan.NOTE: The appointed proxies will vote in their discretion onany other business as may properly come before the meetingor any adjournment thereof.The Board of Directors unanimously recommends youvote "FOR" Proposal 3:The Board of Directors unanimously recommends youvote "FOR" Proposal 4:The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close ofbusiness on September 15, 2026 as the record date for determining shareholders of the Company entitled to receive notice of and vote at the meeting.Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee,guardian, or custodian, please give full title.1a. Geralyn R. Breig1b. Curtis A. Campbell1c. Christian H. Charnaux1d. Sean H. Cohan1e. Anuradha (Anu) Gupta1f. Richard A. Johnson1g. Mia F. Mends1h. Stephanie C. Plaines1i. Victoria J. ReichFor Against Abstain! ! !! ! !SCAN TOVIEW MATERIALS & VOTE wVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery ofinformation up until 11:59 p.m. Eastern time on November 5, 2026. Have your proxycard in hand when you access the web site and follow the instructions to obtain yourrecords and to create an electronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.Eastern time on November 5, 2026. Have your proxy card in hand when you call andthen follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage- paid envelopewe have provided or return it to H&R Block, Inc., c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717, to arrive no later than November 5, 2026.ATTEND THE MEETINGYou may attend the meeting via the Inter net by going towww.virtualshareholdermeeting.com/HRB2026. Have the information that is printedin the box marked by the arrow available and follow the instructions.
T03750-P57090-Z93772Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetingto be held on November 10, 2026:The 2026 Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.As a participant in the H&R Block Retirement Savings Plan (the "Plan"), you have the right to direct Fidelity Management Trust Company (the "Trustee") regarding how to vote the shares ofH&R Block, Inc. attributable to the account at the 2026 Annual Meeting of Shareholders ofH&R Block, Inc. to be held by Internet at www.virtualshareholdermeeting.com/HRB2026, on Tuesday, November 10, 2026, at 12:30 p.m. Central time, and at any postponement or adjournment thereof. These voting directions will be tabulated confidentially. Only the Trustee and its affiliates or agents will have access to your individual voting direction.Unless otherwise required by law, the shares attributable to the account will be voted as directed; if no direction is made, if the card is not signed, or if the card is not received by November 5, 2026, the shares attributable to the account will be voted in the same proportion as directions actually received from participants in the Plan.One H&R Block WayKansas City, Missouri 64105THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 10, 2026 AT 12:30 P.M. CENTRAL TIME
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYT03751-P57090-Z93772For Against AbstainFor Against AbstainFor Against AbstainFor Against Abstain! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !! ! !H&R BLOCK, INC.ONE H&R BLOCK WAYKANSAS CITY, MO 64105H&R BLOCK, INC.1. Election of DirectorsNominees:The Board of Directors unanimously recommends youvote "FOR" all the director nominees listed below inProposal 1:The Board of Directors unanimously recommends youvote "FOR" Proposal 2:2. Ratification of the appointment of Deloitte & Touche LLP asthe Company's independent registered public accountingfirm for the fiscal year ending June 30, 2027.3. Advisory approval of the Company's named executiveofficer compensation.4. Approval of the H&R Block, Inc. 2026 Long Term IncentivePlan.NOTE: The appointed proxies will vote in their discretion onany other business as may properly come before the meetingor any adjournment thereof.The Board of Directors unanimously recommends youvote "FOR" Proposal 3:The Board of Directors unanimously recommends youvote "FOR" Proposal 4:The foregoing items of business are more fully described in the proxy statement accompanying this notice. The Board of Directors has fixed the close ofbusiness on September 15, 2026 as the record date for determining shareholders of the Company entitled to receive notice of and vote at the meeting.Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee,guardian, or custodian, please give full title.1a. Geralyn R. Breig1b. Curtis A. Campbell1c. Christian H. Charnaux1d. Sean H. Cohan1e. Anuradha (Anu) Gupta1f. Richard A. Johnson1g. Mia F. Mends1h. Stephanie C. Plaines1i. Victoria J. Reich! ! !! ! !SCAN TOVIEW MATERIALS & VOTE wVOTE BY INTERNETBefore The Meeting - Go to www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of informationup until 11:59 p.m. Eastern time on November 9, 2026. Have your proxy card in hand whenyou access the web site and follow the instructions to obtain your records and to create anelectronic voting instruction form.During The Meeting - Go to www.virtualshareholdermeeting.com/HRB2026You may attend the meeting via the Internet and vote during the meeting. Have the informationthat is printed in the box marked by the arrow available and follow the instructions.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m.Eastern time on November 9, 2026. Have your proxy card in hand when you call and thenfollow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope wehave provided or return it to H&R Block, Inc., c/o Broadridge, 51 Mercedes Way,Edgewood, NY 11717, to arrive no later than the closing of the polls on November 10, 2026.
T03752-P57090-Z93772Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meetingto be held on November 10, 2026:The 2026 Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders dated September 29, 2026 and accompanying Proxy Statement, and hereby appoints Dara S. Redler and Katharine M. Haynes, and each of them, with full power of substitution, as proxies for and in the name of the undersigned to represent and to vote all shares of common stock of H&R BLOCK, INC., a Missouri corporation, that the undersigned is entitled to vote at the 2026 Annual Meeting of Shareholders to be held by Internet atwww.virtualshareholdermeeting.com/HRB2026, on Tuesday, November 10, 2026, at 12:30 p.m. Central time, and at any adjournment or postponement thereof, upon the matters set forth on the reverse side hereof, and in their discretion upon such other matters, if any, as may properly come before the meeting. This Proxy revokes all prior proxies given by the undersigned.This Proxy, if signed and returned, will be voted as indicated. If this card is signed and returned without indication as to how to vote, the proxies will vote FOR the election of the nominees listed in Proposal 1, and FOR Proposals 2, 3, and 4, and in their discretion upon such other matters, if any, as may properly come before the meeting.Any one of said proxies, or any substitutes, who shall be present and act at the meeting shall have all the powers of said proxies hereunder.One H&R Block WayKansas City, Missouri 64105THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD NOVEMBER 10, 2026 AT 12:30 P.M. CENTRAL TIME