Jack Henry & Associates, Inc. filed a current report on August 24, 2026, disclosing the appointment of Richard N. Preece to its Board of Directors and related changes to board composition, effective August 20, 2026.

Key Highlights

  • New director appointed: Richard N. Preece, age 51, was appointed to the Board of Directors on August 20, 2026, filling the vacancy created when David B. Foss retired from the Board on July 15, 2026.
  • Board size reduced: The Board reduced its size from ten directors to nine, with the change to take effect immediately prior to the 2026 Annual Meeting of Stockholders.
  • Director not standing for reelection: Wes Brown, who has reached age 72, will not stand for reelection due to mandatory retirement restrictions in the Company's Corporate Governance Guidelines.
  • Compensation terms: Preece will receive a prorated restricted stock unit award of approximately $45,479 and a $70,000 annual cash retainer, paid quarterly in arrears.
  • Committee assignments: Preece was appointed to the Human Capital & Compensation Committee and the Risk & Compliance Committee, each carrying a $15,000 annual retainer, paid quarterly in arrears and prorated from the date of appointment.
  • Independence determination: The Board determined Preece to be an independent director within the meaning of the Nasdaq Stock Market listing standards and applicable SEC rules and regulations.

Board Changes at Jack Henry & Associates: Preece Appointment and Composition Shift

According to the filing, Jack Henry & Associates (NASDAQ:JKHY) appointed Richard N. Preece to its Board of Directors on August 20, 2026, to fill the seat vacated when David B. Foss retired on July 15, 2026. Preece currently serves as Chief Executive Officer of Liminex, Inc., doing business as GoGuardian, described in the filing as an educational software company. Before joining GoGuardian in 2024, he served as Chief Operating Officer at LegalZoom.com, Inc. from 2019 to 2024, and held various management and leadership positions at Intuit Inc. from 2002 to 2019, including as Senior Vice President and US General Manager for QuickBooks. The filing also notes that Preece is a named inventor on four US patents.

The filing disclosed that the Board determined Preece qualifies as an independent director under Nasdaq Stock Market listing standards and SEC rules. In connection with his appointment, Preece will receive a prorated portion of the annual director restricted stock unit award equaling approximately $45,479, along with the standard $70,000 annual cash retainer for non-employee directors. He was also assigned to the Human Capital & Compensation Committee and the Risk & Compliance Committee, each providing a $15,000 annual retainer, prorated from his appointment date. All cash retainers are paid quarterly in arrears, according to the filing.

The filing further stated that the Board reduced its total size from ten to nine directors, effective immediately prior to the 2026 Annual Meeting of Stockholders, at which time nine director nominees are expected to stand for election. The filing noted that director Wes Brown has reached the age of 72 and will not stand for reelection, consistent with mandatory retirement restrictions in the Company's Corporate Governance Guidelines. The Company also confirmed that no transaction requiring disclosure under Item 404(a) of Regulation S-K exists between the Company and Preece, and that Preece was not elected pursuant to any arrangement or understanding with any other parties.

What Was Disclosed

Jack Henry & Associates reported the appointment of Richard N. Preece as a new independent director, a reduction in board size from ten to nine members, Wes Brown's upcoming departure due to mandatory retirement age, and the compensation terms applicable to Preece's board service.