GoGuardian CEO joins Jack Henry (NASDAQ: JKHY) board as size shrinks
Rhea-AI Filing Summary
Jack Henry & Associates, Inc. (JKHY) reported board and governance changes. Effective August 20, 2026, the Board appointed Richard N. Preece, age 51 and CEO of Liminex, Inc. (GoGuardian), as a director to fill the vacancy created by David B. Foss’s July 15, 2026 retirement from the Board. The Board determined Preece to be an independent director under Nasdaq and SEC rules. Consistent with the non-employee director program, he will receive a prorated restricted stock unit award of approximately $45,479, a $70,000 annual cash retainer, and annual retainers of $15,000 each for service on the Human Capital & Compensation and Risk & Compliance Committees, all paid quarterly in arrears and prorated from his appointment dates. The Board also approved reducing its size from ten to nine directors immediately before the 2026 Annual Meeting of Stockholders, when nine nominees are expected to stand for election, and disclosed that director Wes Brown, having reached age 72 under the company’s retirement policy, will not stand for reelection.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Pro-rated RSU award: $45,479
Annual director cash retainer: $70,000
Committee annual retainers: $15,000 each
+5 more
8 metrics
Pro-rated RSU award
$45,479
Approximate value of Richard Preece’s initial non-employee director restricted stock unit grant
Annual director cash retainer
$70,000
Annual cash retainer for Jack Henry non-employee directors, paid quarterly in arrears
Committee annual retainers
$15,000 each
Annual retainer for service on the Human Capital & Compensation and Risk & Compliance Committees
Board size change
10 to 9 directors
Reduction in Board size effective immediately prior to the 2026 Annual Meeting of Stockholders
Retirement age threshold
72 years
Age at which Wes Brown will not stand for reelection under Jack Henry’s retirement age policy
GoGuardian student reach
More than 25 million students
Scope of education technology served by Liminex, Inc. (GoGuardian), where Preece is CEO
GoGuardian schools served
10,000 schools
Number of schools nationwide supported by GoGuardian’s education technology
Jack Henry clients
More than 7,200 clients
Financial institutions and clients empowered by Jack Henry’s technology solutions
Key Terms
independent director, restricted stock unit, Human Capital & Compensation Committee, Risk & Compliance Committee, +2 more
6 terms
independent director regulatory
"the Board determined Mr. Preece to be an independent director within the meaning"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
restricted stock unit financial
"a prorated portion of the annual director restricted stock unit award equaling"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Human Capital & Compensation Committee financial
"The Board appointed Mr. Preece to serve on the Human Capital & Compensation Committee"
Risk & Compliance Committee financial
"and the Risk & Compliance Committee"
non-employee director compensation program financial
"according to the Company’s non-employee director compensation program, which provides"
indemnification agreement regulatory
"will enter into the Company’s standard form of indemnification agreement for directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
FAQ
What board change did Jack Henry (JKHY) announce on August 20, 2026?
Jack Henry appointed Richard N. Preece as a director effective August 20, 2026, filling the vacancy created by David B. Foss’s July 15, 2026 retirement from the Board. The Board also plans to reduce its size from ten to nine directors before the 2026 Annual Meeting.
Is Jack Henry’s new director Richard Preece considered independent?
Yes. The Board determined that Richard N. Preece is an independent director within the meaning of the Nasdaq Stock Market listing standards and the rules and regulations of the SEC, aligning his status with typical public company governance practices.
What compensation will Richard Preece receive as a Jack Henry (JKHY) director?
Preece will receive a prorated restricted stock unit award of approximately $45,479, a $70,000 annual cash retainer, and annual retainers of $15,000 each for the Human Capital & Compensation Committee and the Risk & Compliance Committee, all paid quarterly in arrears and prorated from appointment.
What are Richard Preece’s current and prior roles relevant to Jack Henry’s Board?
Preece is currently Chief Executive Officer of Liminex, Inc. (GoGuardian). He previously served as Chief Operating Officer of LegalZoom.com, Inc. from 2019 to 2024 and held leadership roles at Intuit Inc. from 2002 to 2019, including U.S. General Manager for QuickBooks.
Which Jack Henry director will not stand for reelection and why?
Wes Brown will not stand for reelection at the November annual meeting because he has reached age 72, consistent with Jack Henry’s retirement age policy in its Corporate Governance Guidelines. He has served on the Board during periods from 2005–2014 and since 2015.
Which board committees will Richard Preece join at Jack Henry (JKHY)?
Preece will serve on Jack Henry’s Human Capital & Compensation Committee and Risk & Compliance Committee. For these roles, he will receive additional annual retainers of $15,000 per committee, paid quarterly in arrears and prorated based on his appointment dates.
AI-generated analysis. How Rhea-AI works. Not financial advice.
