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 9, 2022 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.

2022 was another great year for H&R Block. As described in detail in our 2022 Annual Report, virtually all aspects of our business did exceptionally well as we refine and execute upon our Block Horizons 2025 strategy. And, as a result, calendar 2022 is also the year our share price finally reflects the significant progress we have made.

For calendar 2022, through the end of August, with the broader stock market down about 17% (the worst market decline since the Great Recession of 2008), your company’s share price has increased 91%. To put this data in a broader context, on December 31, 2021, the market value of our company was slightly less than $4 billion. As of September 20, 2022, at a share price of $44.94, it is over $7 billion.

This is an extraordinary performance, and your Board couldn’t be prouder of President and CEO Jeff Jones, his Senior Leadership Team, and all of our associates and franchisees. I know all of you join us in recognizing a job exceptionally well done.

Our success has enabled us to give back to you, our shareholders, more directly through increasing dividends and a consistent program of share repurchases. In August, the Board authorized the 4^th dividend increase in the last 5 years to a quarterly rate of $0.29 per share. We also approved a new $1.25 billion authorization for share repurchases, building upon a program that has resulted in repurchasing nearly a third of outstanding shares since 2016.

The headline for 2022 must of course be the performance of our business, but the Board is equally proud of the contributions the company and its associates and franchisees make in the thousands of communities where we do business. Established company-wide programs such as Make Every Block Better are further enhanced by our strong corporate culture of caring, inclusion, and volunteering. Indeed, the help that is provided daily throughout the H&R Block universe may in fact be the most prevalent way we make a difference.

Finally, a brief word about the Board members we are recommending for re-election this year. I believe the shareholders are fortunate to be represented by such a distinguished group of individuals. They are intelligent, diverse, and are all leaders in their respective fields. Along similar lines, I want to thank Christy Wood, who is not standing for re-election, for her diligence and dedication during her 14 years of service on the Board.

I share with Jeff and his team the conviction that this past year, while exceptional, is only the beginning. We are continuing to deliver strong results in our core tax business and are gaining traction in Block Horizons, our long-term strategic transformation, built on the foundation that we can serve more customers in more ways by better leveraging our existing assets to become a trusted partner year-round. H&R Block’s future is very bright. I am proud to be a part of it and most thankful to all of you for your support.

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 Friday, November 4, 2022 at 8:00 a.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 last year’s virtual annual meeting. 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/HRB2022.

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 57 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 22, 2022.

During fiscal year 2021, we introduced our Block Horizons 2025 strategy, the next phase of our strategic transformation, which builds on previous work to strengthen our foundation and position us for long-term, sustainable growth and focuses on the following three strategic imperatives:

In fiscal year 2022, we made meaningful progress across each Block Horizons strategic imperative:

Our continued execution across each Block Horizons strategic imperative helped us achieve strong financial results in fiscal year 2022. We exceeded our annual guidance on both revenue and EBITDA and continued a multi-year trend of creating value for shareholders. The below illustrates our progress since the year ended June 30, 2019, the last normal year prior to the pandemic:

In addition, we also repurchased approximately 13% of shares outstanding at an average price of $23.84 per share in fiscal year 2022.

The Governance and Nominating 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 5. 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, and thus has added a total of four new directors over the last four years.

The Board believes that diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our shareholders. 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, including gender identity, ethnicity, culture and geographic origin, sexual orientation, education, personal background, and professional and industry experience a priority when considering director candidates.

Our Corporate Governance Guidelines provide that our Board is responsible for oversight of the Company’s policies, programs, and strategies regarding significant environmental, social, and governance (“ESG”) matters, which include, among other things, corporate social responsibility, environmental sustainability, and human capital management. The Board receives, at least annually, an ESG update from management and reviews ESG policies, programs, strategies, risks, and trends. The Board also has regular discussions each year on other human capital management topics, including diversity, inclusion, and belonging, top talent, succession planning, and associate engagement. The Governance and Nominating Committee will review, and make recommendations regarding, ESG matters when requested by the Board.

The Audit Committee of the Board 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, data and cyber security. Management briefs the Audit Committee on information security risk matters as a part of regular ERM reports, with a deep dive focused solely on information security at least annually.

At H&R Block, our Purpose is to provide help and inspire confidence in our clients and communities everywhere. We remain strongly committed to carrying out the legacy of our co-founders, Henry and Richard Bloch, to be a force for positive change in our local communities. Alongside our strategic goals, we demonstrate our Purpose through our community impact platform Make Every Block Better; commitments to diversity, inclusion, and belonging through our Belonging@Block initiative for associates; and our Equity Action Plan under which we are taking concrete steps with internal education, policies, and community initiatives to help address racism.

We are continuing to improve upon our ongoing ESG efforts. Highlights for fiscal year 2022 include:

For more information on our ESG initiatives and how we demonstrate our Purpose, and our first set of SASB disclosures, please refer to our annual ESG Report, which we expect to be posted on our ESG website at https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility by October 2022.

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 Governance and Nominating Committee must consider and act on the resignation, as more fully described under “Corporate Governance – Mandatory Director Resignation Policies,” on page 16. 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 Sean H. Cohan, Robert A. Gerard, Anuradha (Anu) Gupta, Richard A. Johnson, Jeffrey J. Jones II, Mia F. Mends, Yolande G. Piazza, Victoria J. Reich, and Matthew E. Winter 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.

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 Governance and Nominating Committee is responsible for identifying, screening, and recommending director candidates to the entire Board. The Governance and Nominating 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 Governance and Nominating 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 Governance and Nominating Committee may use the services of consultants or a search firm. The Governance and Nominating 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 to serve as a director. Based on a preliminary assessment of a candidate’s qualifications, the Governance and Nominating Committee may conduct interviews with the candidate or request additional information from the candidate. The Governance and Nominating 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 Governance and Nominating 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 Governance and Nominating Committee considers, though not exclusively, the distinctive skills, perspectives, backgrounds, and experiences that candidates who are diverse in gender identity, ethnicity, culture and geographic origin, sexual orientation, education, personal background, and professional and industry experience have to offer.

When evaluating potential director nominees, the Governance and Nominating 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 Governance and Nominating Committee and Board rely upon when determining whether to nominate an individual for election are the following:

The Board believes that all 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 55.

The Board of Directors is responsible for overseeing and providing policy guidance on the Company’s business and affairs. During the 2022 fiscal year, the Board of Directors held seven meetings. During the 2022 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 96% of all Board of Directors meetings and applicable Board committee meetings held during the 2022 fiscal year.

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance and Nominating Committee, and the Finance Committee. 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.

Set forth below is a description of the primary duties of each of the standing committees of the Board and its members as of the date of this proxy statement.

The Board considers and determines non-employee director compensation each year, taking into account recommendations from the Governance and Nominating Committee. The Governance and Nominating Committee forms its recommendation regarding any proposed changes 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 35). Management, in consultation with the Compensation Committee’s independent compensation consultant, assists the Governance and Nominating 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 2022 are as follows:

As previously disclosed, on June 9, 2021, our Board of Directors approved a change of our fiscal year end from April 30 to June 30. The Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022 (“fiscal year 2022”). As a result, there was a two-month transition period between the end of our fiscal year 2021 and the start of our fiscal year 2022 (the “Transition Period”). The fiscal year end change also results in our 2022 Annual Meeting, and future annual meetings, being held in November, two months later than the September timeframe of our 2021 annual meeting. To account for the fiscal year end change and to compensate our non-employee directors for the Transition Period, the Board applied a 14/12 proration to the non-employee director DSUs awarded in fiscal year 2022. This proration was applied for fiscal year 2022 only, no separate equity awards were granted for the Transition Period and award amounts reverted to the standard values in fiscal year 2023. Proration of the cash retainers was not necessary, as our fiscal year change did not impact the quarterly timing of cash payments.

DSU awards are fully vested on the grant date. Vested DSUs are held in a deferred compensation account and become payable, in shares of common stock, on the six-month anniversary of termination of service as a director. However, if a non-employee director dies prior to the payment, the balance of the non-employee director’s DSU account becomes payable to the non-employee director’s beneficiary, in shares of common stock, within ninety days following the non-employee director’s death. There are no dividends paid on outstanding DSUs prior to the DSUs becoming payable, but dividend equivalents accumulate and are paid when the DSUs otherwise become payable.

On September 9, 2021, DSUs approximately equal in value to $175,000 were granted to each of the Company’s incumbent non-employee directors for the period of service on the Board beginning September 9, 2021 and ending at the 2022 Annual Meeting on November 4, 2022. In addition, DSUs approximately equal in value to $233,333 were granted to Mr. Gerard for serving as the non-executive Chairman of the Board for the period of service beginning September 9, 2021 and ending at the 2022 Annual Meeting on November 4, 2022.

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. In setting the non-employee director compensation limit, the Governance and Nominating 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.

The following table sets forth total director compensation for non-employee directors for the Transition Period and for fiscal year 2022.

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 in place to review and evaluate the Company’s business operations as needed and to make decisions that are 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.

Pursuant to the Governance Guidelines, the Board evaluates its performance on an annual basis through an evaluation process administered by the Governance and Nominating Committee. To protect the directors’ anonymity and the integrity of the process, the evaluations are conducted in separate interviews by an independent third party who compiles the responses into a report for the Governance and Nominating Committee. In addition to Board performance, the annual interview includes questions regarding the performance of the individual Board members and the committees of the Board. Results of all evaluations are discussed at appropriate Committee meetings and with the full Board.

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.

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 Governance and Nominating 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 Governance and Nominating 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 Governance and Nominating Committee. The Governance and Nominating 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.

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. Gerard 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.

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, nine of the Board’s current ten directors are independent directors within the meaning of the NYSE listing standards and Independence Standards. Mr. Jones 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, other than Mr. Jones, 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.

In August 2022, 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 Governance and Nominating 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. Cohan, Gerard, Johnson, and Winter and Mses. Gupta, Mends, Piazza, Reich, and Wood are independent. In addition, the Board affirmatively determined that each member of the Audit, Compensation, and Governance and Nominating Committees is independent under all applicable standards.

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, such as 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 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.

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 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.

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.

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.

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 enterprise risk management activities. The Company has an enterprise risk management team and a management Enterprise Risk Committee to support senior management in fulfilling its day-to-day enterprise risk management responsibilities and to support the Board in fulfilling its oversight responsibility for risk management. The Company’s Treasurer oversees the activities of the Enterprise Risk Committee, which is made up of Vice Presidents of major business and control functions and members of the enterprise risk management team. The Company’s enterprise risk management team, working in coordination with the Enterprise Risk Committee assists the Board in its oversight of enterprise risk management 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 is responsible for oversight of risks related to ESG matters and receives regular reports from the Company’s Chief People and Culture Officer, including with respect to people development, associate engagement, workforce diversity, and pay equity, to enable it to assess and manage risk 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 Officer, and Treasurer 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.

In addition to the discussion of risk at the Board of Directors level, the Board’s standing committees also focus on risk exposure as part of their ongoing responsibilities:

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.

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 2022, which ended June 30, 2022, our NEOs included the following:

Fiscal year 2022 was another strong year of performance for the Company, continuing a positive, multi-year trend. Recent successes include:

The meaningful progress across each Block Horizons strategic imperative includes:

All of this resulted in strong financial results in fiscal year 2022. The chart below illustrates our progress since the year ended June 30, 2019, the last normal year prior to the pandemic:

Given the strong results of fiscal year 2022 described above and execution against our Block Horizons 2025 strategy, the fiscal year 2022 STI plan (“2022 STI Plan”) resulted in a total payout of 200.0% of the NEO’s respective target opportunity.

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.

The performance-based nature of our NEOs’ target total direct compensation (generally, the total compensation package excluding benefits) is illustrated below:

In June of 2021, our Board of Directors approved a change of our fiscal year end from April 30 to June 30. The Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022 (“fiscal year 2022”). This fiscal year end change allowed for better alignment of completed tax seasons in comparable fiscal periods to help mitigate challenges relating to extended tax filing deadlines, such as those that occurred in fiscal years 2020 and 2021, as well as better alignment with our corporate tax quarters. As a result of this change in our fiscal year end, there was a two-month transition period between the end of our fiscal year 2021 and the start of our fiscal year 2022 (which we refer to as the “Transition Period”). To account for the fiscal year end change and to compensate our NEOs for the Transition Period, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 short-term incentive (“STI”) and long-term incentive (“LTI”) target award opportunities. This proration was applied for fiscal year 2022 only and no separate STI or LTI awards were granted for the Transition Period.

During fiscal year 2021, the Compensation Committee undertook a comprehensive redesign of our executive compensation program in order to better align our compensation practices with our Block Horizons 2025 strategy. Compensation Advisory Partners LLC (“CAP”), the Committee’s independent compensation consultant, assisted in the redesign. As a result of that review, the Compensation Committee made the following key changes for our fiscal year 2022 executive compensation program:

The Compensation Committee continues to believe that EBITDA from continuing operations is a driver of sustained value creation over the longer term and shifting to a cumulative three-year goal enhances executive focus on long-term value and reduces the impact of one-year fluctuations on payouts. Shifting to PSUs as the sole performance-based vehicle simplifies the program and aligns with broader market norms. This change also places greater focus on Company financial results that are reflective of the longer-term Block Horizons objectives, while maintaining an emphasis on relative stock price performance from the total shareholder return (“TSR”) modifier. The PSU payout curve was adjusted from being curvilinear with threshold payouts starting at 0% of target, to using straight-line interpolation from threshold to maximum with threshold payouts starting at 50% of target. The Compensation Committee and Board believe these changes better align pay with key indicators of performance over both the short- and long-term.

On November 4, 2021, the Company and Jeffrey J. Jones II, the Company’s President and Chief Executive Officer, entered into a new Employment Agreement (the “Employment Agreement”), which replaced Mr. Jones’s prior Employment Agreement dated August 21, 2017. The Employment Agreement: (1) has a five-year term (until November 4, 2026); (2) continues Mr. Jones’s base salary at $995,000; (3) beginning in fiscal year 2022, sets target STI at 150% of base salary; and (4) beginning in fiscal year 2023, sets target annual LTI at $6.2 million. Mr. Jones’s target total compensation increased by approximately 12% under this new contract. This represents the first increase in his compensation since he joined the company in 2017. The Compensation Committee and Board believe this increase is appropriate to retain, motivate, and fairly compensate Mr. Jones given his strong performance and the competitive market.

Thomas A. Gerke retired from his position as General Counsel and Chief Administrative Officer effective January 17, 2022. Upon his retirement as General Counsel and Chief Administrative Officer, he continued as an employee of the Company at a reduced base salary to assist with the transition to the Company’s new Chief Legal Officer, and he has now retired from the Company. Dara S. Redler joined the Company as Chief Legal Officer effective January 17, 2022. Ms. Redler received a cash hiring bonus of $225,000 and a sign-on RSU award valued at $475,000. The Compensation Committee believed that such sign-on awards were necessary and appropriate to attract Ms. Redler given the competitive talent market for qualified legal executives. CAP reviewed proxy peer data as well as survey data to assist the Committee in determining an appropriate pay package for Ms. Redler.

During fiscal year 2022, our Investor Relations team proactively reached out to our top 20 shareholders after each earnings call and material news announcement, and created opportunities for shareholders to interact with our management team through various channels including one-on-one meetings, conferences, non-deal road shows, and other events. 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 them; and we intend to continue these practices regularly. At our 2021 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.

The Compensation Committee regularly reviews best practices in executive compensation and governance and revises our 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.

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, include:

The Compensation Committee annually reviews tally sheets of all components of our compensation program for each of our NEOs. As a part of this process, the Compensation Committee also reviews the total value of each executive’s stock-denominated compensation and the potential termination costs for each of our NEOs.

Based on this information and the input of the 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.

Key elements of our fiscal year 2022 NEO compensation program are summarized below. Pay is 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.

The Compensation Committee establishes compensation levels based on the factors described above under “Executive Compensation Determination Process” and below under “Compensation Benchmarking.” Annual merit 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.

As previously reported, as a part of expense management initiatives in response to the COVID-19 pandemic and the extended tax season, all NEO annual base salaries remained unchanged for fiscal year 2021. For fiscal year 2022, total target direct compensation (“TTDC”) levels for our NEOs were as follows (prior to the proration for the Transition Period discussed below):

The TTDC increase for Mr. Bowen was intended to recognize his contributions to the Company’s performance in fiscal year 2021 and the critical role he plays in the Company’s Block Horizons 2025 strategy. The TTDC increase for Ms. Orosco was intended to recognize her promotion in June 2021 to President, Global Consumer Tax and Service Delivery, which resulted in a substantial increase in scope and responsibility, as well as her leadership through two challenging tax seasons, contributing to the Company’s fiscal year 2021 performance. The increases for Mr. Bowen and Ms. Orosco, a mix of increases to base salary and incentives, also take into account market data for comparable positions within our Peer Group and survey data. The TTDC increase for Ms. Logerwell was intended to recognize her performance during fiscal year 2021, including her leadership in implementing the Company’s fiscal year end change.

To account for the fiscal year end change and to compensate our NEOs for the Transition Period, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 STI and LTI target award opportunities. This proration was applied for fiscal year 2022 only, no separate STI or LTI awards were granted for the Transition Period, and target amounts reverted to the standard values in fiscal year 2023. No proration for the fiscal year end change was applied to Ms. Redler’s compensation, given her start date after the transition period.

Final prorated STI and LTI target amounts for applicable NEOs for fiscal year 2022 are as follows:

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 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 be adjusted, as necessary, to prevent reduction or enlargement of an award as a result of extraordinary events generally outside the executives’ control.

As a part of the compensation redesign discussed above, in June 2021 the Compensation Committee approved the following STI plan design for fiscal year 2022:

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 that may also contribute to Block Horizons 2025 success.

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. The target opportunities applicable to our NEOs for fiscal year 2022 are shown in the table below. Additionally, as described above, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 STI target award opportunities to account for the Transition Period.

In June 2021, the Compensation Committee approved the fiscal year 2022 STI performance objectives applicable to our executives that are summarized in the graphic 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 2022 operating plan and execute on our enterprise strategy by providing realistically achievable metrics, while ensuring that such metrics were sufficiently challenging.

The following formula is used to calculate the payout awarded for fiscal year 2022 STI compensation (prorated to account for the Transition Period):

As a result of our strong performance in fiscal year 2022, each of our NEOs received fiscal year 2022 STI compensation of 200.0% of the NEO’s respective target opportunity. The Company’s results for each performance metric were as follows:

The table below shows each NEO’s target opportunity and actual amount earned under our fiscal year 2022 STI program with the adjustment for the fiscal year end change. Given the 200.0% payout percentage at maximum under the plan, the Compensation Committee considered, but determined not to apply any individual modifiers to decrease any individual payouts for fiscal year 2022, given the strong individual performance of each of our NEOs.

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:

Generally, the Company awards equity-based compensation on an annual basis within ninety 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.

The fiscal year 2022 award agreements are filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on June 30, 2021. The grant date for these fiscal year 2022 awards was August 31, 2021 to align with the Company’s new fiscal year.

For PSUs granted in fiscal year 2022:

The specific performance goals for PSUs are not disclosed at this time given their 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 the overall 200% cap:

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 period if the guidelines have not yet been met.

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.”

For fiscal year 2022, the Company awarded our NEOs PSUs and RSUs in the amounts shown below. The fiscal year 2022 PSUs are performance-based and will vest on August 31, 2024 and the fiscal year 2022 RSUs vest in one-third annual increments beginning on August 31, 2022.

Our executives, including our NEOs (other than Ms. Redler who was not employed by the Company at the time), received PSUs and MSUs in fiscal year 2020. Performance for these PSUs and MSUs was based on a three-year period beginning on May 1, 2019 and ending on April 30, 2022. Performance was certified, and the overall payout was approved by the Compensation Committee in August 2022. Measurement of performance for the outstanding PSUs and MSUs awarded prior to fiscal year 2022 continues to be based on our prior fiscal year period (May 1 to April 30), pursuant to the terms of the applicable award agreements and as determined by the Compensation Committee.

Under the terms of the award agreements for fiscal year 2020 PSUs, a participating executive had the opportunity to earn an initial payout based upon the Company’s performance against pre-established EBITDA performance. The Committee selected a preset level of EBITDA growth for each year of the performance period.

The result for each year was averaged over the three-year period to determine the initial payout (the “EBITDA Percentage”). This initial payout was then modified based on the Company’s TSR relative to the S&P 500 index over the performance period. The TSR modifier could increase or decrease the payout by up to 25% of the initial payout amount. However, notwithstanding the result of that calculation, the maximum earned amount was capped at 200%.

Based on the Company’s results relative to the preset thresholds, targets, and maximums, the Compensation Committee approved the below results and applicable EBITDA performance. No adjustments were made to account for the impacts of the COVID-19 pandemic and extended tax filing deadlines.

The Compensation Committee then applied a TSR modifier of 110.8% based on the Company’s TSR over the performance period, which ranked in the 63^rd percentile. Based on the performance percentage and the TSR modifier, our NEOs received 147.7% of the PSUs they were initially granted, 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 2020:

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.

Under the terms of the award agreements for MSUs granted in fiscal year 2020, if certain performance thresholds described below were met, a participating executive had the opportunity to earn a payout between 50% and 200% of the executive’s target number of MSUs based on the difference between the Grant Date Price and the Ending Date Price. The grant date for the fiscal year 2020 MSUs was June 30, 2019 and the performance period was May 1, 2019 to April 30, 2022.

The vesting of MSUs was subject to two thresholds, both of which must have been satisfied for any payout to occur:

If the performance thresholds are met, the number of MSUs earned is calculated based on the ratio of the average of the Grant Date Price and the Ending Date Price. Based on the Company’s results, the Compensation Committee certified that both thresholds were achieved and approved a performance percentage of 118.5%, representing an MSU Ending Date Price of $33.68 divided by the MSU Grant Date Price of $28.41.

The table below shows the target opportunities and actual awards under our fiscal year 2020 MSU program for our NEOs:

In August 2022, the Compensation Committee approved the TTDC for fiscal year 2023 shown in the table below.

The Compensation Committee approved the fiscal year 2023 STI and LTI plans in August 2022 and made no material changes to the plans or equity mix used in fiscal year 2022. The fiscal year 2023 award agreements are filed as exhibits to the Company’s Current Report on Form 8-K filed with the SEC on August 17, 2022. 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 Committee’s rationale for Mr. Jones’s TTDC increase is described above under “CEO Employment Agreement.” TTDC increases for our NEOs were based on a competitive review of peer proxy and market survey data as well as individual performance. These increases were modest and generally aligned with the merit increases received by our broader employee population.

The Compensation Committee also approved an additional one-time special grant for Ms. Orosco of $400,000. Ms. Orosco’s additional grant was intended to recognize her leadership responsibility for the Marketing & Experience Group for the majority of fiscal year 2022. Ms. Orosco’s additional grant will be combined with her annual LTI grant and will be allocated between PSUs (65%) and RSUs (35%), consistent with annual grant practices.

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 for no charge. 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. Mr. Jones is also permitted certain minimal personal use of the Company’s fractional share of a private aircraft as described below. We have structured 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 ongoing 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 Executive Homeowner Relocation Policy. These relocation benefits generally cover certain common relocation expenses and are subject to a clawback requirement.

The Company leases a fractional share of a private aircraft to allow executives to safely and efficiently travel for business purposes given our large, distributed retail footprint and franchise operations in many locations not accessible by commercial airlines. The corporate aircraft allows our executives to be far more productive than commercial flights given that the corporate aircraft provides a confidential, safe, and productive environment in which to conduct business. Beginning in fiscal year 2021, the Compensation Committee approved Mr. Jones’s usage of the private aircraft for personal travel up to a specified maximum per fiscal year. For fiscal year 2022, the Committee approved a maximum of 30 hours for personal travel. The Committee approved this usage taking into consideration health concerns due to the ongoing COVID-19 pandemic, concerns over Mr. Jones’s personal safety, and to increase Mr. Jones’s time available for business purposes. No tax gross-up is provided to Mr. Jones on this benefit.

We benchmark our executive compensation practices relative to publicly-disclosed information for a defined group of peer companies, which for fiscal year 2022 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 of the NEOs. For fiscal year 2022, these survey sources were the Radford Global Compensation Survey and the Willis Towers Watson General Industry Executive Compensation Survey. The Compensation Committee reviews summary survey and Peer Group data to confirm that the market references we use are appropriate for our business and the industries in which we compete for executive talent.

The Compensation Committee conducted its annual review of Peer Group companies to be referenced in setting fiscal year 2023 compensation in November of 2021. With input from its independent compensation consultant, the Committee determined to make the following changes to better align peer median revenue size with the Company’s:

In September 2020, the Compensation Committee retained CAP as its external, independent compensation consultant and CAP 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 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 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 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’s independence and determined that it meets the independence criteria established under such rules and listing standards.

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 his

current year accomplishments in light of current year objectives, as well as proposed objectives for the following year. The 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 compensation. Based on its evaluation, the Compensation Committee determines the CEO’s compensation. Following such determination, the Chairman of the Board discusses the Compensation Committee’s evaluation and determinations with 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 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 Committee’s approval regarding performance goals under our STI and LTI programs. The Committee reviews the recommendations and approves any changes as it determines in its sole discretion to be in the best interests of the Company and our shareholders.

Our Board has adopted a “clawback” policy set forth in our Governance Guidelines which provides that the Board has the authority to seek reimbursement of performance-based or incentive compensation paid, vested, or awarded to the extent that payout was greater than the amount that would have been paid if calculated based on restated financial results. Mr. Jones’s Employment Agreement, the Executive Performance Plan, equity award agreements under the 2018 Plan, and the H&R Block Executive Severance Plan (“Executive Severance Plan”) each include a clawback provision consistent with the terms of the Board’s clawback policy. In addition, beginning in fiscal year 2020, 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 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.

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 executives covered under the guidelines. 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 fifty percent 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:

Once the covered executive satisfies the applicable ownership requirement, the executive is no longer subject to the retention requirements, 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 are progressing toward attaining their applicable ownership requirements.

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 in order to secure personal loans or obligations, which includes a prohibition against holding shares of Company stock in a margin account.

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: