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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of 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 Pursuant to §240.14a-12
H&R BLOCK, INC.
(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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
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Fee paid previously with preliminary materials.
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One H&R Block Way
Kansas City, Missouri 64105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held NOVEMBER 4, 2022

Date and Time

Virtual Meeting Site
Friday, November 4, 2022
8:00 a.m. Central Time
www.virtualshareholdermeeting.com/HRB2022
Items of Business:
Our Board of Directors
Recommends You Vote:
1.
Election of the nine nominees for director named in this proxy statement (See page 5);
FOR each nominee
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, 2023 (See page 53);
FOR the ratification of the appointment
3.
Advisory approval of the Company’s named executive officer compensation (See page 54); and
FOR approval, on an advisory basis
4.
To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
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.
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 Secretary
Kansas City, Missouri
September 22, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 4, 2022.

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended June 30, 2022 are available at www.proxyvote.com.

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September 22, 2022
Dear Fellow Shareholders,
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 4th 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.
Best regards,

Robert A. Gerard
Chairman of the Board

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Where You Can Find Additional Information
Annual Meeting
Proxy Statement
https://investors.hrblock.com/financial-information/proxy-statements
Annual Report
https://investors.hrblock.com/financial-information/annual-reports
Voting via the Internet Before the Annual Meeting:
www.proxyvote.com
Attending the Annual Meeting by Internet:
www.virtualshareholdermeeting.com/HRB2022
Board of Directors
https://www.hrblock.com/tax-center/board-of-directors/
Governance Documents
https://investors.hrblock.com/corporate-governance
 Amended and Restated Articles of Incorporation
 Amended and Restated Bylaws
 Code of Business Ethics & Conduct
 Board of Directors Independence Standards
 Political Activities Policy and Voluntary
Annual Reports
 Corporate Governance Guidelines
 Committee Charters
Investor Relations
https://investors.hrblock.com
Environmental, Social, and Governance Matters
https://investors.hrblock.com/corporate-governance/esg-corporate-responsibility
Definition of Certain Frequently Used
Terms or Abbreviations1
 
 
Annual Meeting
2022 annual meeting of shareholders
Articles
Amended and Restated Articles
of Incorporation of H&R Block, Inc.
Board or Board of Directors
H&R Block, Inc. Board of Directors
Bylaws
Amended and Restated Bylaws
of H&R Block, Inc.
CEO
Chief Executive Officer
CFO
Chief Financial Officer
Deloitte
Deloitte & Touche LLP
IRS
Internal Revenue Service
LTI
Long-Term Incentive
MSUs
Market Stock Units
NEO
Named Executive Officer
NYSE
New York Stock Exchange
PSUs
Performance Share Units
RSUs
Restricted Share Units
SEC
Securities and Exchange Commission
STI
Short-Term Incentive
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1
Additional defined terms may be found throughout this proxy statement.
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H&R BLOCK, INC.
PROXY STATEMENT
FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS

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.
PROXY STATEMENT INTRODUCTION
FISCAL YEAR 2022 HIGHLIGHTS
Block Horizons 2025
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:
In Small Business tax, we had strong growth in clients and mix, and Wave saw 28% revenue growth year-over-year and new leadership joining to drive the next phase of its growth;
In Financial Products, we launched our mobile banking platform, SpruceSM; and
We drove meaningful results in Block Experience, including tripling virtual adoption year-over-year, maintaining strong tax pro productivity, and funding the future with cost savings, including eliminating approximately 40,000 human labor hours with robotic process automation.
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Fiscal Year 2022 Results
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:

Note: All amounts represent results from continuing operations. On June 9, 2021, the Board of Directors approved a change of the Company's fiscal year end from April 30 to June 30. As a result, the Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022. The change to the fiscal year end had no impact on the Company’s historical consolidated financial position, results of operations, or cash flows. In order to aid in comparability to historical financial data, the Company has recast select unaudited historical financial information and metrics on the basis of a June 30 fiscal year end with respect to the year ended June 30, 2019.
(1)
Excluding Free File Alliance returns.
(2)
EBITDA and Adjusted EPS and normalized results 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 34 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on August 16, 2022 and Annex A of this proxy statement.
(3)
All per share amounts are based on weighted average fully diluted shares over the corresponding period.
In addition, we also repurchased approximately 13% of shares outstanding at an average price of $23.84 per share in fiscal year 2022.
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GOVERNANCE HIGHLIGHTS
Board Composition
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.
Board Tenure and Refreshment


Over the past 4 years:

Board Profile and Diversity
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.

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Board and Committee Oversight of Environmental, Social, and Governance Matters
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.
ESG HIGHLIGHTS
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:
Development of policies to guide our stewardship efforts;
A second carbon emission inventory on our U.S. operations to estimate and better understand our carbon footprint; and
Preparation of SASB disclosures to increase transparency.


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.
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The Board unanimously recommends a vote FOR the election of each nominee
PROPOSAL 1 – ELECTION OF DIRECTORS
Our Articles and Bylaws provide that the Board will be made up of seven to 12 members, with the exact number set by a majority of the entire Board. The Board of Directors currently consists of ten directors who are elected annually. As previously, disclosed, Christianna Wood informed the Board on August 16, 2022 of her decision not to stand for re-election following the completion of her 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 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.
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 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
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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.
Diversity
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.
SELECTING AND EVALUATING OUR NOMINEES
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:
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;
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;
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;
ERM experience, which contributes to oversight of management’s risk monitoring and risk management programs, and establishment of risk appetite aligned with our strategy;
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;
Data security experience, which is valuable in understanding data security risks and contributes to oversight of our data security programs, policies, and procedures; and
ESG expertise, which enables directors to analyze ESG risk and oversee our ESG strategy and initiatives.
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SUMMARY OF DIRECTOR NOMINEES’ SKILLS AND EXPERIENCE
Cohan
Gerard
Gupta
Johnson
Jones
Mends
Piazza
Reich
Winter
Skills and Experience
Operating experience
​•
Executive leadership
Accounting/financial expertise
ERM experience
Industry knowledge
Public company board and corporate governance
Data security experience
ESG expertise
Demographic Information
Tenure (years)*
1
15
3
7
5
1
2
11
5
Age*
47
77
53
64
54
47
53
64
65
Gender
M
M
F
M
M
F
F
F
M
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.
DIRECTOR NOMINEES
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.
Sean H. Cohan

Director Since: 2021
Age: 47
Committee Memberships:
Compensation; Governance and Nominating
Experience: Mr. Cohan has served as Chief Growth Officer and President, International of Nielsen Holdings plc, a publicly traded global media measurement and data analytics company, since March 2020. Mr. Cohan has decades of experience in business-to-business and consumer media, including 15 years at A+E Networks where he most recently 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 sits on the Board of Directors/Trustees for the Parrish Art Museum (acting as Co-President), the Banff World Media Festival, the National Association of Television Programming Executives, and is Treasurer and Board Member of The Opportunity Network. He also sits as Content Committee Co-Chair on UJA Federation of NY. Mr. Cohan is also a Board Director at AccuWeather, a privately held company that provides commercial weather forecasting services.
 
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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Robert A. Gerard

Director Since: 2007
Age: 77
Committee Memberships:
Finance (Chair); Governance and Nominating
Experience: Mr. Gerard is the General Partner and investment manager of GFP, L.P., a private investment partnership. From 2004 to 2011, Mr. Gerard was Chairman of the Management Committee and CEO of Royal Street Communications, LLC, a licensee, developer, and operator of telecommunications networks in Los Angeles and Central Florida. From 1977 until his retirement in 1991, Mr. Gerard held senior executive positions with investment banking firms Morgan Stanley & Co., Dillon Read & Co., and Bear Stearns. From 1974 to 1977, Mr. Gerard served in the United States Department of the Treasury, completing his service as Assistant Secretary for Capital Markets and Debt Management. Mr. Gerard served on the 2021 selection committee for the Agenda Diversity 100, curating a guide of 100 board-ready individuals from historically underrepresented groups. He is a graduate of Harvard College and holds a Masters of Arts degree and a Juris Doctor degree from Columbia University.
 
Other Boards and Appointments: Mr. Gerard served as a director of Gleacher & Company, Inc. from 2009 through May 2013, where he most recently served as Chair of the Executive Compensation Committee and was a member of the Committee on Directors and Corporate Governance.
 
Director Qualifications: Mr. Gerard brings to the Board extensive experience in the financial services industry and many years of business experience in senior management and finance, as well as experience serving on the boards of other public companies.
Anuradha (Anu) Gupta

Director Since: 2019
Age: 53
Committee Memberships: Compensation; Governance and Nominating (Chair)
Experience: Ms. Gupta has served as Executive Vice President, Chief Growth Officer of Bed Bath and Beyond Inc., a publicly held home products retailer, since October 2021, where she previously served as the Chief Strategy and Transformation Officer starting in October 2020. Prior to her work at 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. Prior to Jyve, she served as Senior Vice President Operational Excellence at Target Corporation, a retail sales company, from 2015 to 2018. From 2013 to 2015, Ms. Gupta was the Senior Operating Executive at Hellman & Friedman LLC, a private equity firm. Prior to that, she was with The Michaels Companies Inc. 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. and HCL Technologies Inc. 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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Richard A. Johnson

Director Since: 2015
Age: 64
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 continues to serve as Executive Chairman of the Board of Foot Locker through January 2023. Mr. Johnson had served as CEO and President of Foot Looker 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. From 1990 to 1993, Mr. Johnson was a transportation economics manager at Graebel Van Lines, Inc. 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 has served as director and member of the Executive Committee of Foot Locker, Inc. since 2014, and was elected Chairman of the Board in May 2016. During 2013, he served as a director of Maidenform Brands, Inc. Mr. Johnson also serves as the Chairman of the board of directors of the Retail Industry Leaders Association, on the board of directors of The Footwear Distributors and Retailers of America, and on the Chancellor’s National Leadership Council at the University of Wisconsin, Eau Claire.
 
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.
Jeffrey J. Jones II,
President and Chief
Executive Officer

Director Since: 2017
Age: 54
Committee Memberships:
Finance
Experience: Mr. Jones has served as our President and CEO since October 2017, and, prior to serving as President and CEO, was President and CEO-Designate beginning August 2017. Before that, Mr. Jones served as President, Ride Sharing at Uber Technologies Inc., an on-demand car service company, from September 2016 until March 2017 and Executive Vice President and Chief Marketing Officer at Target Corporation, a retail sales company, from April 2012 to September 2016. Prior to his time at Target Corporation, Mr. Jones was Partner and President of McKinney Ventures LLC, an advertising agency, from March 2006 to March 2012. Mr. Jones holds a Bachelor of Arts degree in Communications from the University of Dayton.
 
Other Boards and Appointments: Mr. Jones serves on the board of directors of Advance Auto Parts, Inc., a publicly held auto parts retailer, where he chairs the Compensation Committee and is a member of the Nominating and Governance Committees.
 
Director Qualifications: Mr. Jones brings to the Board intimate knowledge of the Company’s daily operations as the Company’s President and CEO, an extensive background in marketing and the retail industry, and significant experience as a senior executive at various public companies.
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Mia F. Mends

Director Since: 2021
Age: 47
Committee Memberships:
Audit; Governance and Nominating
Experience: Ms. Mends serves as Chief Executive, 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 leadership at Sodexo Inc., 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. Sodexo provides quality of life services, including dining and meal services, vending and convenience services, integrated facilities management services, and healthier workforce initiatives. Before joining Sodexo, she was General Manager of the Prepaid Debit Card Division of Noventis Inc. Ms. Mends holds a BA in economics from Wellesley College and an MBA from Harvard Business School.
 
Other Boards and Appointments: Ms. Mends serves on the boards of Girls Inc. of Greater Houston and the EMERGE Fellows program and sits on the Business Leadership Council at Wellesley College and the Alumni Board of Harvard Business School. She is also a Corporate Director of Limeade Inc, an employee engagement software company.
 
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.
Yolande G. Piazza

Director Since: 2020
Age: 53
Committee Memberships:
Compensation; Finance
Experience: Ms. Piazza serves as Vice President, Financial Services of Google’s Cloud division at Alphabet Inc., an internet-related services and products company, since June 2020. Prior to her current position, she was at Citigroup, Inc., a diversified financial services holding company, serving as CEO of Citi FinTech from March 2017 to June 2020, Chief Operating Officer of Citi FinTech from March 2016 to March 2017, and Chief Administration Officer, Strategy & Planning and Global Shared Functions of Citi Global Operations and Technology from September 2009 to March 2016. She also served in a variety of other executive roles at Citigroup prior to that, including Chief Information Officer of Citi Student Loan Corporation and Senior Vice President – Online Applications and Support for Citigroup – CitiCards Technology.
 
Other Boards and Appointments: Ms. Piazza is an advisory member of Reputation.com.
 
Director Qualifications: Ms. Piazza brings to the Board extensive financial services experience, including over 30 years of executive leadership experience building customer centric strategies and products, expertise in digital innovation, and a strong technical transformational and operational background in implementing solutions from ideation to customer adoption.
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Victoria J. Reich

Director Since: 2011
Age: 64
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, 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 where she held various financial management positions. Ms. Reich holds a Bachelor of Science degree in Applied Mathematics and Economics from Brown University.
 
Other Boards and Appointments: Ms. Reich is a director of Ecolab Inc., a publicly held provider of water, hygiene, and infection prevention solutions, where she is Chairman of the Audit Committee and a member of the Governance Committee. She is also a director of Ingredion Incorporated, a publicly held ingredient provider, where she is Chairman of the Audit Committee.
 
Director Qualifications: Ms. Reich brings to the Board extensive financial management experience, operational experience, and executive leadership abilities.
Matthew E. Winter

Director Since: 2017
Age: 65
Committee Memberships: Audit; Compensation (Chair)
Experience: Mr. Winter served as President, The Allstate Corporation, a publicly held personal lines insurer, from January 2015 until his retirement in February 2018. Prior to serving as President of The Allstate Corporation, he was President, Allstate Personal Lines of Allstate Insurance Company beginning in December 2013 and, prior thereto, he served The Allstate Corporation and Allstate Insurance Company in various executive capacities beginning in 2009. Before joining Allstate, Mr. Winter held numerous senior executive positions at large financial institutions and insurance providers. In addition, he spent more than 12 years on active duty with the United States Army and also practiced law for several years before joining the insurance industry. Mr. Winter earned his Bachelor of Science from the University of Michigan, his Juris Doctor degree from the Albany Law School of Union University, and a Master of Laws from the University of Virginia School of Law. He is also a graduate of Harvard Business School’s Advanced Management Program.
 
Other Board and Appointments: Mr. Winter is currently on the board of ADT Inc., a publicly held provider of monitored security and interactive home and business automation solutions, The Hartford Financial Services Group, Inc., a publicly held investment and insurance company, and The Winter-Lehman Family Foundation, and he previously served on the boards of Feeding America, the Leukemia and Lymphoma Society, the Houston Food Bank, and both the Connecticut and Houston Opera Companies.
 
Director Qualifications: Mr. Winter brings to the Board extensive leadership experience developed throughout his career at Allstate and with other large financial institutions and insurance providers, as well as significant operations, consumer products, financial services, and enterprise risk management experience.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NINE NOMINEES FOR DIRECTOR IN THIS PROPOSAL 1.
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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 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.
Audit Committee
Committee Members
 Ms. Reich (Chair)
 Mr. Johnson
 Ms. Mends
 Mr. Winter
 Ms. Wood1
Four meetings in fiscal year 2022
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
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 51. 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. Reich, Mr. Winter, and Ms. Wood are each an audit committee financial expert pursuant to the criteria prescribed by the SEC.
1
Ms. Wood will cease serving on the Audit Committee upon her departure from the Board effective as of the Annual Meeting.
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Compensation Committee
Committee Members
 Mr. Winter (Chair)
 Mr. Cohan
 Ms. Gupta
 Mr. Johnson
 Ms. Piazza
Four meetings in fiscal year 2022
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 short-term and long-term incentive compensation plans
 
 
See the “Compensation Discussion and Analysis” beginning on page 20. 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.
Governance and Nominating Committee
Committee Members
 Ms. Gupta (Chair)
 Mr. Cohan1
 Mr. Gerard
 Ms. Mends1
Four meetings in fiscal year 2022
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 ESG matters when requested by the Board
 
 
All of the members of the Governance and Nominating Committee are independent under NYSE listing standards and the Independence Standards.
1
Mr. Cohan and Ms. Mends were appointed to the Governance and Nominating Committee on September 9, 2021.
Finance Committee
Committee Members
 Mr. Gerard (Chair)
 Mr. Jones
 Ms. Piazza1
 Ms. Reich
 Ms. Wood2
One meeting in fiscal year 2022
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
Ms. Piazza was appointed to the Finance Committee on September 9, 2021.
2
Ms. Wood will cease serving on the Finance Committee upon her departure from the Board effective as of the Annual Meeting.
DIRECTOR COMPENSATION
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.
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Compensation elements for our non-employee directors for fiscal year 2022 are as follows:
Compensation Element
Amount
(annual except for meeting fees)
Annual Cash Retainer(1)
$70,000
Annual Equity Retainer(2)
$150,000 (payable in deferred stock units (“DSUs”))
Non-Executive Chairman of the Board Retainer(2)
$200,000 (payable in DSUs)
Chair Retainer – Audit Committee(1)
$20,000
Chair Retainer – All Other Committees(1)(3)
$15,000
Board Meeting Fee(4)
$2,000 per meeting
Committee Meeting Fee(5)
$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)
Due to his position as non-executive Chairman of the Board, Mr. Gerard has waived his eligibility for the Chair retainer related to his service as Chair of the Finance Committee.
(4)
Subject to a maximum of ten Board meetings per year.
(5)
Subject to a maximum of ten committee meetings per year per committee.
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 $5,000 per director per calendar year.
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The Board has adopted stock ownership guidelines applicable to non-employee directors. The non-employee director ownership guidelines require ownership of a level of qualifying equity securities with an aggregate value of at least five times the annual cash retainer paid to them. Until a non-employee director satisfies the applicable holding requirement, the director is required to retain any covered shares (which include shares owned directly or indirectly by such non-employee director, the after-tax value of vested stock option awards, if any, and share equivalents the non-employee director holds in the Company’s benefit plans). In addition, Board members are subject to our Insider Trading Policy which, among other things, prohibits hedging and pledging transactions related to Company securities.
DIRECTOR COMPENSATION TABLE
The following table sets forth total director compensation for non-employee directors for the Transition Period and for fiscal year 2022.
Current Directors
Time Period
Fees Earned
or Paid in Cash
($)(1)
Stock
Awards
($)(2)(3)
Option
Awards
($)(4)
All Other
Compensation
($)(5)
Total
($)
Sean H. Cohan
Fiscal Year 2022
$91,500
$171,253
$262,753
Transition Period
$28,000
$28,000
Robert A. Gerard
Fiscal Year 2022
$91,500
$399,549
$4,000
$495,049
Transition Period
$30,000
$30,000
Anuradha (Anu) Gupta
Fiscal Year 2022
$111,000
$171,253
$282,253
Transition Period
$34,750
$34,750
Richard A. Johnson
Fiscal Year 2022
$96,000
$171,253
$5,000
$272,253
Transition Period
$29,500
$29,500
Mia F. Mends
Fiscal Year 2022
$91,500
$171,253
$5,000
$267,753
Transition Period
$27,000
$27,000
Yolande G. Piazza
Fiscal Year 2022
$89,500
$171,253
$5,000
$265,753
Transition Period
$30,000
$30,000
Victoria J. Reich
Fiscal Year 2022
$111,500
$171,253
$5,000
$287,753
Transition Period
$33,500
$33,500
Matthew E. Winter
Fiscal Year 2022
$111,000
$171,253
$5,000
$287,253
Transition Period
$35,250
$35,250
Christianna Wood(6)
Fiscal Year 2022
$91,500
$171,253
$5,000
$267,753
Transition Period
$28,500
$28,500
Former Directors
Paul J. Brown(7)
Fiscal Year 2022
$5,500
$5,000
$10,500
Transition Period
$26,500
$26,500
Bruce C. Rohde(7)
Fiscal Year 2022
$7,000
$7,000
Transition Period
$33,000
$33,000
(1)
This column includes, as applicable, the annual cash retainer, meeting fees for each Board and committee meeting attended, and committee retainers earned or paid for services as a director during fiscal year 2022 or in the Transition Period, as applicable.
(2)
The dollar amounts represent the grant date fair value under FASB Accounting Standards Codification Topic 718 “Stock Compensation” (“ASC 718”) for DSUs awarded during fiscal year 2022 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, 2022, as filed with the SEC. As of June 30, 2022, the following DSUs were outstanding: Mr. Brown – 0; Mr. Cohan – 10,298; Mr. Gerard – 248,179; Ms. Gupta – 23,740; Mr. Johnson – 52,446; Ms. Mends – 10,298; Ms. Piazza – 17,965; Ms. Reich – 89,839; Mr. Rohde – 0; Mr. Winter – 38,044; and Ms. Wood – 120,902.
(3)
The DSU award value approved by the Board of Directors for fiscal year 2022 was converted into the number of DSUs 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 DSUs 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 2022 differs from the value reported in this column.
(4)
As of June 30, 2022, 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 previously disclosed, Ms. Wood notified the Board on August 16, 2022 that she will not stand for re-election at the Annual Meeting and will cease serving on the Board effective as of that date.
(7)
Mr. Brown and Mr. Rohde did not stand for re-election at the Company’s annual meeting of shareholders held on September 9, 2021, and therefore ceased to be directors of the Company as of that date.
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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 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.
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 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.
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. 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
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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, 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.
Evaluation of Director Independence
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.
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, 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.
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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.
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 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.
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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:
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 cyber security 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 Audit Services department assists the Audit Committee and the Board in their oversight of enterprise risk management 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 20 regarding the Company’s compensation policies and practices.
Governance and Nominating 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 ESG-related risks when requested by the Board.
In addition, the Governance and Nominating 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 2022, which ended June 30, 2022, our NEOs included the following:












Jeffrey J.
Jones II
Tony G.
Bowen
Karen A.
Orosco
Dara S.
Redler
Kellie J.
Logerwell
Thomas A.
Gerke
President and CEO
Chief Financial Officer
President, Global Consumer Tax and Service Delivery
Chief Legal Officer(1)
Vice President and Chief Accounting Officer
Former General Counsel and Chief Administrative Officer(2)
(1)
Ms. Redler joined the Company as Chief Legal Officer effective January 17, 2022.
(2)
Mr. Gerke retired as General Counsel and Chief Administrative Officer effective January 17, 2022.
EXECUTIVE SUMMARY
Introduction
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:
In Small Business tax, we had strong growth in clients and mix, and Wave saw 28% revenue growth year-over-year and new leadership joining to drive the next phase of its growth;
In Financial Products, we launched our mobile banking platform, SpruceSM; and
We drove meaningful results in Block Experience, including tripling virtual adoption year-over-year, maintaining strong tax pro productivity, and funding the future with cost savings, including eliminating approximately 40,000 human labor hours with robotic process automation.
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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:

Note: All amounts represent results from continuing operations. On June 9, 2021, the Board of Directors approved a change of the Company's fiscal year end from April 30 to June 30. As a result, the Company's 2022 fiscal year began on July 1, 2021 and ended on June 30, 2022. The change to the fiscal year end had no impact on the Company’s historical consolidated financial position, results of operations, or cash flows. In order to aid in comparability to historical financial data, the Company has recast select unaudited historical financial information and metrics on the basis of a June 30 fiscal year end with respect to the year ended June 30, 2019
1
Excluding Free File Alliance returns.
2
EBITDA and Adjusted EPS are non-GAAP financial measures. These measures are presented to provide more context regarding the relationship between the Company's financial performance and executive compensation practices. For more information regarding financial measures not prepared in accordance with generally accepted accounting principles (“GAAP”) that are disclosed in this section and for a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Non-GAAP Financial Information” on page 34 in Part II, Item 7 to the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC on August 16, 2022 and Annex A.
3
All per share amounts are based on weighted average fully diluted shares over the corresponding period.
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.
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.
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Fiscal Year 2022 Target Pay Mix for NEOs
The performance-based nature of our NEOs’ target total direct compensation (generally, the total compensation package excluding benefits) is illustrated below:

Fiscal Year End Change & Impact on 2022 Compensation
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.
2022 Incentive Design Changes
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:
In the STI program, the prior Market Share metric was replaced with a strategic goal, which for fiscal year 2022 was a pre-established cost savings metric tied to our Block Horizons 2025 strategy;

Incorporated an individual performance modifier of +/- 25% to the funded STI award to further link individual executive’s pay to execution of the Block Horizons strategy; and
In the LTI program, the equity mix was adjusted, increasing performance share units (“PSUs”) to 65% and eliminating market stock units (“MSUs”), resulting in a mix of 65% PSUs and 35% restricted share units (“RSUs”), and measured cumulative EBITDA from continuing operations over the full three-year performance period for the PSUs.
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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.
CEO Employment Agreement
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.
New Chief Legal Officer
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.
ENGAGEMENT WITH OUR SHAREHOLDERS
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.
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EXECUTIVE COMPENSATION 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.
What We Do
What We Don’t Do
 Tie pay to performance.
 Engage in a rigorous target-setting process.
 Mitigate undue risk through substantial emphasis
on long-term equity incentives, caps on potential
payments, and clawback provisions.
 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 in our ongoing
compensation program 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.
✘ No executive employment contracts except with
Mr. Jones, our CEO.
✘ No excise tax gross-ups.
✘ No individual change in control agreements, except
for certain double-trigger provisions in Mr. Jones’s
employment agreement.
✘ No dividends on any unvested equity awards;
dividend equivalents accrue and are payable only
upon vesting of the underlying award.
✘ Expressly prohibit hedging, pledging and the use of
margin accounts related to our stock.
✘ Expressly prohibit the repricing of stock options
and stock appreciation rights without shareholder
approval.
✘ Do not allow cash buyouts for stock options or
stock appreciation rights with zero intrinsic value.
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, 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.
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FISCAL YEAR 2022 EXECUTIVE COMPENSATION PROGRAM SUMMARY
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.
Component
Purpose
Characteristics
Fixed
Base Salary
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 Peer Group and survey data.
Performance-Based
STI
Motivates and rewards achievement of pre-established annual financial, operational, and strategic performance objectives.
Performance-based cash opportunity tied directly to our business plan; actual payouts vary based on achievement of specific performance objectives.
PSUs
Motivates and rewards achievement of multi-year performance objectives that enhance shareholder value.
Performance-based equity opportunity; amounts realized will vary based on actual financial results and stock price over a three-year period.
Retentive Stock Awards
RSUs
Creates a balanced long-term incentive program, helping to manage equity utilization while aligning to market practice.
Time-based, three-year ratable vesting provides meaningful retentive value; improved stock price performance enhances overall value of awards.
Other
Retirement, Health and Welfare Benefits
Offers market-competitive health insurance options and income replacement upon retirement, death, or disability.
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.
Perquisites
Provides modest benefits that promote health, safety, and work-life balance.
An immaterial component of our ongoing executive compensation program.
FISCAL YEAR 2022 COMPENSATION PROGRAM
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 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.
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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):
Officers
Annual Base Salary
($)
STI Target
($)
LTI Target
($)
TTDC
($)
TTDC % Increase
from
Fiscal Year 2021
Jeffrey J. Jones II(1)
$995,000
$1,492,500
$5,500,000
$7,987,500
3.2%
Tony G. Bowen
$618,000
$556,200
$1,600,000
$2,774,200
13.7%
Karen A. Orosco
$600,000
$540,000
$1,300,000
$2,440,000
13.8%
Dara S. Redler(2)
$500,000
$450,000
$950,000
N/A
Kellie J. Logerwell
$270,000
$135,000
$260,000
$665,000
3.9%
Thomas A. Gerke(3)
$600,000
$480,000
$1,100,000
$2,180,000
0.0%
(1)
As described above under CEO Employment Agreement, the LTI Target increase for Mr. Jones is effective for fiscal year 2023, and so is not contemplated in this table.
(2)
Ms. Redler started employment with the Company on January 17, 2022, and received a pro-rated fiscal year 2022 STI award ($203,425, or 45%) based on her start date. She received cash and LTI sign-on awards but did not receive a fiscal year 2022 annual LTI award.
(3)
Represents Mr. Gerke’s compensation level as the Company’s General Counsel and Chief Administrative Officer until his retirement on January 17, 2022.
The TTDC increase for Mr. Bowen was intended to recognize his contributions to the Company’s performance in fiscal year 2021 and the critical role he plays in the Company’s Block Horizons 2025 strategy. The TTDC increase for Ms. Orosco was intended to recognize her promotion in June 2021 to President, Global Consumer Tax and Service Delivery, which resulted in a substantial increase in scope and responsibility, as well as her leadership through two challenging tax seasons, contributing to the Company’s fiscal year 2021 performance. The increases for Mr. Bowen and Ms. Orosco, a mix of increases to base salary and incentives, also take into account market data for comparable positions within our Peer Group and survey data. The TTDC increase for Ms. Logerwell was intended to recognize her performance during fiscal year 2021, including her leadership in implementing the Company’s fiscal year end change.
To account for the fiscal year end change and to compensate our NEOs for the Transition Period, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 STI and LTI target award opportunities. This proration was applied for fiscal year 2022 only, no separate STI or LTI awards were granted for the Transition Period, and target amounts reverted to the standard values in fiscal year 2023. No proration for the fiscal year end change was applied to Ms. Redler’s compensation, given her start date after the transition period.
Final prorated STI and LTI target amounts for applicable NEOs for fiscal year 2022 are as follows:
Officers
STI Prorated
Target
($)
LTI Prorated
Target
($)
Jeffrey J. Jones II
$1,741,250
$6,416,667
Tony G. Bowen
$648,900
$1,866,667
Karen A. Orosco
$630,000
$1,516,667
Kellie J. Logerwell
$157,500
$303,333
Thomas A. Gerke
$560,000
$1,283,333
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 Executive Performance Plan. Under the Executive Performance Plan, the Compensation Committee may exercise
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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:

Retained Revenue from Continuing Operations and Pre-Tax Earnings from Continuing Operations metrics used in prior years.
Replaced prior Market Share metric with a strategic goal, which for 2022 is a pre-established cost savings metric tied to our Block Horizons 2025 strategy.
Incorporated an individual modifier that can adjust the funded payout +/- 25% in order to motivate strong individual performance and tie each executive’s pay to individual execution of the Block Horizons strategy.
Maintained our fiscal year 2021 approach to threshold and maximum performance; total payout cannot exceed 200% of target.
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.
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. 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.
Officers
Target Opportunity
(as a % of Base Salary)
Annual Target
Opportunity
($)
Prorated Target Opportunity
($)
Jeffrey J. Jones II
150%
$1,492,500
$1,741,250
Tony G. Bowen
90%
$556,200
$648,900
Karen A. Orosco
90%
$540,000
$630,000
Dara S. Redler(1)
90%
$450,000
N/A
Kellie J. Logerwell
50%
$135,000
$157,500
Thomas A. Gerke
80%
$480,000
$560,000
(1)
Ms. Redler’s fiscal year 2022 STI target award was not subject to the 14/12 proration, as she commenced employment with the Company after the Transition Period. Consistent with Company policy, Ms. Redler’s 2022 STI target was prorated to $203,425 (45%) based on her January 17, 2022 start date.
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.
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Target vs. Actual STI Awards
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:

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.
(1)
The performance metrics were tied to the 12-month fiscal year 2022 results for consistency with the Company’s Board-approved fiscal year 2022 operating plan, the Company’s fiscal year 2022 financial outlook, and our enterprise strategy. The Revenue and Pre-Tax Earnings from Continuing Operations targets were set at a level below reported results for the prior year period due to the impacts of the 2020 tax season extension on prior year results. Fiscal year 2022 results are not comparable to the prior year period, as the 2020 tax deadline was extended to July 15 of that year due to the pandemic. As a result, 15 days of tax season 2020 were included in reported results for the year ended June 30, 2021. Fiscal year 2022 targets were set at levels higher than normalized prior year results that remove the impacts of the tax season extension and non-recurring stimulus-related card activity. See our fiscal year 2022 earnings release issued on August 9, 2022 for more information on normalized results.
(2)
Pre-Tax Earnings from Continuing Operations includes consolidated net earnings for fiscal year 2022 attributable to continuing operations before the deduction of income taxes (in millions).
(3)
The Fund the Future Savings strategic goal is a cost savings metric tied to the Company’s Block Horizons “Fund the Future” enabler. Cost savings is calculated based on cost savings as compared to fiscal year 2021 in specific identified areas tied to Block Horizons, including compensation savings, footprint optimization savings, reductions in client service call center costs, cost savings related to the transition in bank partner, and other miscellaneous cost savings and efficiency efforts.
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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.
Officers
Annual Target
STI Opportunity ($)
Payout at 200%
of Target ($)
Prorated Annual
Target STI
Opportunity ($)
Final Payout at 200%
of Target Prorated for
Fiscal Year End Change
Jeffrey J. Jones II
$1,492,500
$2,985,000
$1,741,250
$3,483,863
Tony G. Bowen
$556,200
$1,112,400
$648,900
$1,298,308
Karen A. Orosco
$540,000
$1,080,000
$630,000
$1,260,493
Dara S. Redler(1)
$450,000
$406,849
N/A
$406,849
Kellie J. Logerwell
$135,000
$270,000
$157,500
$315,123
Thomas A. Gerke
$480,000
$960,000
$560,000
$1,120,438
(1)
Ms. Redler’s 2022 STI was prorated 45% (5.5/12) based on her start date of January 17, 2022.
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 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.
Fiscal Year 2022 Performance-Based LTI
 For fiscal year 2022, our NEOs received a mix of equity-based incentive awards as shown in the chart, 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.

 As described above, the Compensation Committee applied a 14/12 proration to the executives’ individual fiscal year 2022 LTI target award opportunities to account for the Transition Period.

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Performance Share Units

PSUs establish a clear connection between NEOs’ compensation and the achievement of goals that are important for long-term value creation.
The PSUs granted in fiscal year 2022 give a participating NEO the opportunity to earn an initial payout, ranging from 0% (or 50% if all threshold goals are 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 TSR over the performance period relative to the S&P 400 index.
For PSUs granted in fiscal year 2022:
Performance is measured over a three-year period beginning on July 1, 2021 and ending on June 30, 2024.
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 EBITDA from continuing operations is a driver of sustained value creation over the longer term.
The initial payout is then modified based on the Company’s TSR over the performance period relative to the S&P 400 index, as follows, but payouts are capped at 200%:

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.
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Restricted Share Units

RSUs link our NEOs’ compensation with shareholders’ interests as their value fluctuates with fluctuations in our stock price.
The RSUs granted in fiscal year 2022 vest ratably over three years, providing a retention incentive for NEOs.
Fiscal Year 2022 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.”
Fiscal Year 2022 LTI Compensation Awards
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.
Officers
Annual Award
Value ($)
Prorated
Award Value ($)(1)
PSUs (#)(1)
RSUs (#)(1)
Jeffrey J. Jones II
$5,500,000
$6,416,667
154,076
87,557
Tony G. Bowen
$1,600,000
$1,866,667
44,823
25,472
Karen A. Orosco
$1,300,000
$1,516,667
36,418
20,696
Kellie J. Logerwell
$260,000
$303,333
7,284
4,140
Thomas A. Gerke
$1,100,000
$1,283,333
30,816
17,512
(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. The number of PSUs and RSUs reflected in the chart above are calculated based on the prorated annual award value to account for the Transition Period. As discussed above, Ms. Redler received LTI sign-on awards in connection with joining the Company, but she did not receive a fiscal year 2022 annual LTI award.
VESTING AND PERFORMANCE-BASED PAYOUTS OF FISCAL YEAR 2020 PSUS AND MSUS
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.
Fiscal Year 2020 PSUs
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%.
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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.

(1)
“Fiscal Year” for PSU purposes refers to the applicable May 1 to April 30 period.
(2)
EBITDA from Continuing Operations is defined as earnings of the Company from continuing operations excluding interest expense, taxes, depreciation and amortization.
(3)
EBITDA Annual Growth means the year-over-year percentage change in EBITDA from Continuing Operations from one fiscal year to the immediately subsequent fiscal year in the Performance Period.
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 63rd 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:
Officers
PSUs
Outstanding
(#)(1)
EBITDA Percentage
TSR Modifier
Actual
Shares
Received
(#)(2)
Jeffrey J. Jones II
105,148.9
x
133.3%
x
110.8%
=
155,298
Tony G. Bowen
24,854.2
36,709
Karen A. Orosco
21,029.8
31,060
Kellie J. Logerwell
4,780.6
7,061
Thomas A. Gerke
21,029.8
31,060
(1)
The number of PSUs outstanding includes dividend equivalents accrued on the number of PSUs granted in fiscal year 2020. The PSUs outstanding, EBITDA Percentage, and TSR Modifier are rounded to the nearest tenth.
(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.
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.
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Fiscal Year 2020 MSUs
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:
First, the Ending Date Price must be greater than or equal to 50% of the Grant Date Price
“Ending Date Price” is the average of the Company’s stock price for the five consecutive trading days beginning on the date the Company’s Annual Report on Form 10-K is filed with the SEC for the last fiscal year within the performance period. Given the Company’s fiscal year end change, the Compensation Committee determined to use June 16, 2022 (the average historical date for Form 10-K filings) as the beginning date for this calculation, so as to best capture the original intent of the award design
“Grant Date Price” is the Company’s stock price for the five consecutive trading days ending on the grant date
Second, the Company’s average return on invested capital (“ROIC”) must be greater than or equal to 14%
“ROIC,” as defined in the award agreement, is calculated over the three-year performance period
The Compensation Committee selected ROIC as it believes the investment community considers this metric to be an effective measure of capital efficiency
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 $28.41.
The table below shows the target opportunities and actual awards under our fiscal year 2020 MSU program for our NEOs:
Officers
MSUs
Outstanding (#)(1)
Performance
Percentage
Actual
Shares Received (#)(2)
Jeffrey J. Jones II
55,411.5
x
118.5%
=
65,688
Tony G. Bowen
13,098.1
15,528
Karen A. Orosco
11,082.8
13,138
Kellie J. Logerwell
2,519.5
2,987
Thomas A. Gerke
11,082.8
13,138
(1)
The number of MSUs outstanding includes dividend equivalents accrued on the number of MSUs granted in fiscal year 2020. The MSUs outstanding and Performance Percentage are rounded to the nearest tenth.
(2)
The number of shares actually received by the NEOs includes additional shares of common stock equal in value to the total dividends that would have been paid on the number of shares of common stock that vested pursuant to the payout calculation and are rounded up to the next whole share.
FISCAL YEAR 2023 COMPENSATION PROGRAM
NEO Compensation Levels
In August 2022, the Compensation Committee approved the TTDC for fiscal year 2023 shown in the table below.
Officers
Annual
Base Salary
($)
STI Target
($)
LTI Target
($)
TTDC
($)
TTDC % Increase
from Fiscal Year
2022
Jeffrey J. Jones II
$995,000
$1,492,500
$6,200,000