DEF 14A of Paycom Software, Inc., Apr 3, 2025

DEF 14A of Paycom Software, Inc.

Filed Apr 3, 2025 · FY20240001193125-25-072358

Open on EDGAR

  1. Director Skills, Experience and Background

    Director Skills, Experience and Background The biographies of the Director Nominees are as follows:

  2. Director Skills, Experience and Background

    | Henry C. Duques INDEPENDENT DIRECTOR SINCE: 2016 CLASS: III AGE: 81 COMMITTEES: › Audit EDUCATION: › BA, Business Administration, The George Washington University › MBA, The George Washington University | Mr. Duques contributes to the Board his extensive industry, senior executive and public company board experience, as well as risk management and financial and accounting expertise. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Industry – obtained comprehensive knowledge of payment processing software and technology through his 30-year career in the financial services industry; while at First Data Corporation, helped develop and grow the company into one of the largest processors of point of sale credit card transactions at the time. | | | › | Risk Management – acquired significant expertise through his decades of leadership experience through overseeing complex organizations with global presence, including business operations, enterprise risk management and strategic planning. | | | › | Financial and Accounting – developed proficiency through his career in executive and board leadership roles at financial services companies; as CEO of First Data Corporation, oversaw its acquisition by KKR which, at $29 billion, was one of the largest contemporary leveraged buyouts of a technology company at the time. | | | › | Public Company/Corporate Governance – gained vital governance experience by serving on the board of directors of Unisys Corporation for over a decade, where he acted as Chairman for two years. | | | EXPERIENCE | | | | FIRST DATA CORPORATION, an electronic commerce and payment services company | | | | › | Chairman and Chief Executive Officer (1992-2002; 2005-2007) | | | AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., the predecessor of First Data Corporation | | | | › | President and Chief Executive Officer, Database Services Group (1987-1992) | | | AUTOMATIC DATA PROCESSING, INC., a global provider of human resources management software and solutions | | | | › | Group President Financial Services and Director (1984-1987) | | | › | Advanced through roles of increasing responsibility (1973-1984) | | | OTHER BOARD SERVICE UNISYS CORPORATION (1998-2014), Chairman (2006-2008) SUNGARD CORP. (2003-2005) CHECKFREE CORPORATION (2000-2004) MASTERCARD (1997-1999) THE GEORGE WASHINGTON UNIVERSITY BOARD OF TRUSTEES (1998-2008) | |

  3. Director Skills, Experience and Background

    | Chad Richison CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHAIRMAN CLASS: III CHAIRMAN SINCE: 2016 DIRECTOR SINCE: 1998 AGE: 54 EDUCATION: › BA, Mass Communications—Journalism, University of Central Oklahoma | Mr. Richison contributes to the Board his extensive industry and cybersecurity knowledge, expertise in data automation and in the SaaS sector, and senior executive and business development experience. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Senior Leadership – as the Chief Executive Officer, President and Chairman of the Board of Paycom, he has garnered vast experience guiding Paycom from a startup to a large publicly traded company; has overseen Paycom’s strategic vision and direction, contributing to its reputation as an innovator; leadership is marked by a focus on service excellence, technology development, and employee culture. | | | › | Industry – as the founder of Paycom, he brings a comprehensive knowledge of the software, payments and technology industry; having started his career at a national payroll and HR company and a regional payroll company, Mr. Richison recognized opportunities to enhance efficiency of payroll and talent management operations and founded Paycom, which rapidly became one the first companies to offer cloud-based payroll service with a range of complementary HCM applications. | | | › | Cybersecurity and Data Privacy – obtained extensive knowledge of the technologies and processes resulting in the establishment of in-depth industry-leading data privacy and cybersecurity standards and technologies at Paycom needed to protect the Company and client data. | | | › | Marketing/Business Development – under his leadership, Paycom has added tens of thousands of clients through elevating the Paycom brand, quality client engagement and providing world-class service. | | | EXPERIENCE | | | | PAYCOM | | | | › | Chief Executive Officer, President and Chairman (since 2016) | | | › | Chief Executive Officer and President (1998-2016) |

  4. Director Skills, Experience and Background

    The biographies of the continuing directors are as follows:

  5. Director Skills, Experience and Background

    | Joseph L. Binz INDEPENDENT DIRECTOR SINCE: 2024 CLASS: II AGE: 57 COMMITTEES: › Audit EDUCATION: › BS, Finance, University of Illinois Urbana-Champaign › MBA, University of Michigan Ross School of Business | Mr. Binz contributes to the Board over 30 years of financial leadership and experience working with high-growth SaaS and publicly traded technology companies to develop and execute stockholder value creation strategies. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Financial and Accounting – established through his senior executive leadership roles overseeing global finance organizations at Atlassian, Microsoft and Intel; as CFO at Atlassian, Mr. Binz oversees the company’s growth strategy as it continues to scale its operations. | | | › | Industry – obtained through his work with leading global software and technology companies, where he oversaw capital allocation strategies to drive R&D, strategic innovation projects and technology transformation initiatives; Mr. Binz brings deep experience evaluating market trends and driving growth through technological shifts. | | | › | Global Business – acquired through overseeing large financial functions across multinational corporations, navigating complex economic environments; his experience includes roles as CFO and at Microsoft, where he guided the multi-billion-dollar business transformation to the cloud. | | | › | Senior Leadership – deep experience spearheading growth initiatives and strategic investments in the tech sector and overseeing financial planning and analysis, investor relations, acquisition integration and procurement functions. | | | EXPERIENCE | | | | ATLASSIAN, a software development corporation | | | | › | Chief Financial Officer (since 2022) | | | MICROSOFT, a multinational technology conglomerate | | | | › | Corporate Vice President, Chief Financial Officer, Central Finance Team (2015-2022) | | | › | Chief Financial Officer, Cloud and Enterprise Group (2015) | | | › | General Manager, Finance, Microsoft Office (2007) | | | › | Director, Investor Relations (2004-2007) | | | › | Senior Finance Manager, Windows Client Business Group and Platform Division (2002-2004) | | | INTEL, a semiconductor manufacturing company | | | | › | Finance Manager, M&A, Intel Capital (2001) | | | › | Strategic Finance Manager, Level One Communications Finance Manager, Fab 6 Finance Manager, Appliance and Computing Division, Senior Financial Analyst, Mass Storage and Imaging Operation, Finance Analyst Corporate Materials and Services Group (1994-2000) | | | KPMG, a professional services accounting firm | | | | › | Supervising Senior Accountant (1989-1992) |

  6. Director Skills, Experience and Background

    | Frederick C. Peters II LEAD INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR SINCE: 2014 CLASS: II AGE: 75 COMMITTEES: › Audit › Compensation › Nominating and Corporate Governance EDUCATION: › BA, Political Science, Amherst College | Mr. Peters contributes to the Board his extensive financial and accounting expertise, senior executive and public company board experience, risk management, industry and deep institutional knowledge, as well as first-hand knowledge of government relations and the regulatory landscape. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Financial and Accounting – acquired experience over his 40+ years in the banking and financial sector, including serving in his current role as CEO of Community Financial Institutions Fund (formerly Bluestone Financial Institutions Fund) and previous senior leadership and board roles at Bryn Mawr Bank Corporation (NASDAQ: BMTC) and the Federal Reserve Bank of Philadelphia, where he supervised complex financial service offerings, banks and bank holding companies. | | | › | Risk Management – obtained expertise through his first-hand experience in founding two community banks, which required extensive, broad ranging oversight responsibilities, including evaluation of corporate risk; also has served in numerous executive and board leadership roles at various public and private companies. | | | › | Industry – developed extensive knowledge of the payments ecosystem, payment processing technologies, regulatory frameworks, banking sector and evolving market preferences over his more than four decades in banking and payments adjacent industries. | | | › | Government Relations/Regulatory – gained experience during his time chairing the Audit Committee for the Federal Reserve Bank of Philadelphia and while serving as a member of the Federal Reserve Bank’s Committee of Audit Chairs in Washington, D.C. | | | EXPERIENCE | | | | COMMUNITY FINANCIAL INSTITUTIONS FUND (formerly Bluestone Financial Institutions Fund), an asset management company | | | | › | Chairman and CEO (since 2015) | | | BRYN MAWR BANK CORPORATION, a community bank and wealth management organization | | | | › | Chairman, President and CEO (2001-2014) | | | › | Director (2001-2017) | | | FIRST MAIN LINE BANK | | | | › | Founder, Chairman and CEO (1995-2001) | | | NATIONAL BANK OF THE MAIN LINE | | | | › | Founder, Chairman and CEO (1985-1995) | | | Other experience: Held lending and executive positions at Philadelphia National Bank, Hamilton Bank and Industrial Valley Bank | | | | OTHER BOARD SERVICE | | | | THE FEDERAL RESERVE BANK OF PHILADELPHIA (2009–2014), audit committee chair (2013-2014) | | | | FEDERAL RESERVE BANK’S COMMITTEE OF AUDIT CHAIRS (2013–2014) | | | | VARIOUS NON-PROFIT BOARDS OF DIRECTORS, including Foundation for Delaware County, Bryn Mawr Film Institute and Main Line Health | |

  7. Director Skills, Experience and Background

    | Sharen J. Turney INDEPENDENT DIRECTOR SINCE: 2021 CLASS: I AGE: 68 COMMITTEES: › Compensation › Nominating and Corporate Governance (Chairperson) EDUCATION: › BA, Business Education, University of Oklahoma | Ms. Turney contributes to the Board her significant senior executive and public company board experience, industry expertise related to high growth and ecommerce companies and growing world-class brands, sales and marketing, risk management and financial reporting. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Senior Leadership – seasoned executive with extensive payment processing technology knowledge developed over her extensive career in the retail sector; multiple CEO positions at large retailers, including Gloria Jeans, Victoria’s Secret and Neiman Marcus Direct, have given her tremendous experience overseeing all aspects of corporate operations, including sales operations and marketing. | | | › | Marketing and Business Development – gained over three decades of experience launching and growing global brands; served in executive and board leadership roles at high-growth retail companies, where she was responsible for strategic planning and brand development. | | | › | Public Company/Corporate Governance – acquired during her career serving on multiple publicly traded company boards, including as chair of the compensation committee at Bread Financial Holdings (NYSE: BFH), and various executive leadership roles at large retailers. | | | › | Global Experience – acquired during her career serving in various executive leadership roles, where her expertise extended to the global retail scale; in addition to global experience gained during her time at Gloria Jeans, she has advised several international brands such as Mark and Spencer (London), Cosmo Lady (China) and Clovia (India). | | | EXPERIENCE | | | | GLORIA JEANS, an international retailer of fashion apparel, footwear, and accessories | | | | › | Chief Executive Officer (2018-2019) | | | VICTORIA’S SECRET, a division of L Brands, Inc. | | | | › | President and Chief Executive Officer (2006-2016) | | | › | President and Chief Executive Officer, Victoria’s Secret Direct (2000-2006) | | | NEIMAN MARCUS GROUP, a luxury retailer (1989-2000) | | | | › | President and Chief Executive Officer, Neiman Marcus Direct | | | › | Held various executive roles in merchandising, creative production, advertising and public relations | | | OTHER BOARD SERVICE BREAD FINANCIAL HOLDINGS, INC. (NYSE: BFH) (since 2019), chair of compensation committee and member of nominating and governance committee ACADEMY SPORTS AND OUTDOORS, INC. (NASDAQ: ASO) (2021-2024), former member of compensation and nominating and governance committees SYCAMORE PARTNERS MANAGEMENT LP (2020-2021) HAPPY SOCKS AB (2018-2019) M/I HOMES, INC. (2011-2018) FULLBEAUTY BRANDS (2016-2018) NATIONWIDE CHILDREN’S HOSPITAL, INC. (2012-2018) JAY H. BAKER RETAILING INITIATIVE ADVISORY BOARD AT THE WHARTON SCHOOL, UNIVERSITY OF PENNSYLVANIA (since 2004) UNIVERSITY OF OKLAHOMA FOUNDATION INVESTMENT COMMITTEE (since 2000) | |

  8. Director Skills, Experience and Background

    | Archana Vemulapalli INDEPENDENT DIRECTOR SINCE: 2024 CLASS: I AGE: 46 COMMITTEES: › Audit EDUCATION: › BA, University of Madras › MA, Georgetown University › MA, University of Pennsylvania | Ms. Vemulapalli contributes to the Board over two decades of extensive technology expertise and vast experience helping global companies build high-performing and innovation-driven teams, developing organizational structures and creating value with AI and data services to transform businesses and create stockholder value. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Cybersecurity and Data Privacy – through her leadership experience and overseeing IBM’s Global Network Services division, she securely delivered agile and resilient networks for global public and private sector clients, supporting cloud transformation strategies, with a focus on data privacy compliance and risk management. | | | › | Marketing and Business Development – gained experience leading teams at Fortune 500 companies where she defined and executed global product strategies; in her current role at AMD, she oversees go-to-market efforts and identifies strategic growth initiatives, which includes generative AI to enhance operational scale and efficiency. | | | › | Industry – developed a deep understanding of market and customer needs during her tenure as Head of Solutions Architecture for the Americas at Amazon Web Services (AWS), where she oversaw the development of the customer collaboration strategy to address evolving client needs. | | | › | Global Business – obtained extensive experience through executive leadership positions overseeing global programs and initiatives related to product development, international growth strategies, technology advancements, and sales at IBM, AWS and AMD; as Global Chief Technology Officer for IBM’s Infrastructure Services division, she directly oversaw its product portfolio, which serviced 115 countries and over 4,500 clients. | | | EXPERIENCE | | | | AMD, a semiconductor manufacturing corporation | | | | › | Corporate Vice President, Global Commercial Sales (since 2023) | | | AMAZON, a software development, technology and e-commerce company | | | | › | Head of Product and Global Strategy, Database, Analytics and AI/ML, Amazon Web Services (2023) | | | › | General Manager, Head of Solutions Architecture, Americas, Amazon Web Services (2021-2023) | | | IBM, an IT services and IT consulting company | | | | › | General Manager, Infrastructure Services and Global Chief Technology Officer (2019-2021) | | | › | General Manager, Global Network Services (2018-2019) | | | GOVERNMENT OF THE DISTRICT OF COLUMBIA | | | | › | Chief Technology Officer (2016-2018) | | | PRISTINE ENVIRONMENTS, a private commercial real estate maintenance company | | | | › | Chief Technology Officer (2011-2016) | | | INTELLEVA, an IT consulting company | | | | › | Founder and Chief Executive Officer (2008-2015) |

  9. Director Skills, Experience and Background

    | J.C. Watts, Jr. INDEPENDENT DIRECTOR SINCE: 2016 CLASS: I AGE: 67 COMMITTEES: › Compensation (Chairperson) › Nominating and Corporate Governance EDUCATION: › BA, Journalism and Public Relations, University of Oklahoma | Mr. Watts contributes to the Board his extensive first-hand knowledge of government relations and the evolving regulatory landscape, public company board experience and senior leadership experience. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Public Company/Corporate Governance – developed skills through his extensive experience serving on public company boards, including Dillard’s, CSX Corporation, ITC Holdings, Clear Channel Communications, Inc. and Terex Corporation. | | | › | Senior Leadership – experienced professional who served in various leadership roles in the United States House of Representatives; advised several public company boards and has over two decades of experience as Co-Founder and CEO of Watts Partners, a boutique corporate and government affairs consulting firm. | | | › | Marketing/Business Development – established a prominent consulting firm with a diverse client-base to which he provides strategic focus and program leadership; vast experience advising on business development and public affairs strategies. | | | › | Government Relations/Regulatory – acquired during his time as an elected official, first on the Oklahoma Corporation Commission and then during his eight years in Congress, where he served on the United States House Committees on Armed Services, Financial Services, and Transportation and Infrastructure. | | | EXPERIENCE | | | | WATTS PARTNERS, a boutique corporate and government affairs consulting firm | | | | › | Co-Founder, President and Chief Executive Officer (since 2003) | | | AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., the predecessor of First Data Corporation | | | | › | President and Chief Executive Officer, Database Services Group (1987-1992) | | | THE UNITED STATES HOUSE OF REPRESENTATIVES | | | | › | Representative for the State of Oklahoma (1995-2003) | | | › | Chairman of the Republican Conference (1999-2003) | | | › | Served on the United States House Committees on Armed Services, Financial Services, and Transportation and Infrastructure (1995-2003) | | | › | Sponsored and led the establishment of the Committee on Homeland Security (2002) | | | OTHER BOARD SERVICE DILLARD’S, INC. (NYSE: DDS) (since 2009; 2003-2008), member of audit committee CSX CORPORATION (2011-2014) ITC HOLDINGS CORP. (2011-2014) CLEAR CHANNEL COMMUNICATIONS, INC. (2003-2007) TEREX CORPORATION (2003-2006) | |

  10. Director Skills, Experience and Background

    | Felicia Williams INDEPENDENT DIRECTOR SINCE: 2022 CLASS: II AGE: 59 COMMITTEES: › Audit (Chairperson) › Nominating and Corporate Governance EDUCATION: › BS, Accounting, Florida A&M University › Certified Public Accountant | Ms. Williams contributes to the Board her broad-based financial and accounting expertise, senior executive and public company board experience, risk management, and cybersecurity knowledge. The Board benefits from her experience as the Macy’s, Inc. Fellow for CEO Action for Racial Equity, where she advised on public policy and corporate best practices that address economic and social injustice. | | | | KEY SKILLS AND QUALIFICATIONS | | | | › | Financial and Accounting – oversaw finance organization and operational execution in various leadership positions at Macy’s (NYSE: M), including as interim CFO; brings broad-based finance knowledge through her over 30 years of corporate financial leadership experience at multiple large-cap public companies with complex operations, including The Coca-Cola Company (NYSE: KO) and Bristol-Myers Squibb (NYSE: BMY), where she gained deep financial industry knowledge. | | | › | Risk Management – acquired expertise through her extensive first-hand experience serving in audit and enterprise risk management leadership roles, beginning at Arthur Andersen and continued through her roles at Macy’s, where she served as Senior Vice President, Finance, subsequent to her role as Enterprise Risk Officer, and was responsible for overseeing the company’s financial stability during the height of the pandemic. | | | › | Cybersecurity and Data Privacy – developed her knowledge of information security, privacy and data risk management of technologies and processes during her executive career, leading roles directly responsible for cybersecurity, IT security operations, enterprise business resiliency, and data protection practices. | | | › | Global Business – obtained through domestic and international assignments with The Coca-Cola Company, Coca-Cola Hellenic Bottling Company, and Bristol-Myers Squibb, where she gained first-hand experience in global business finance, treasury, tax, and internal control and audit operations. | | | EXPERIENCE | | | | MACY’S, INC., one of the largest American department store holding companies | | | | › | Senior Vice President, Finance (2020-2023) | | | › | Interim Chief Financial Officer (June 2020-November 2020) | | | › | Senior Vice President, Controller and Enterprise Risk Officer (2016-2020) | | | › | Senior Vice President, Finance and Risk Management (2011-2016) | | | › | Held leadership roles across key corporate finance functions, including treasury, investor relations, risk management, financial planning and analysis, and as the chief audit executive (2004-2011) | | | COCA-COLA HELLENIC BOTTLING COMPANY, a consumer packaged goods business and strategic bottling partner of The Coca-Cola Company | | | | › | Chief Audit Executive (2002-2004) | | | THE COCA-COLA COMPANY, a beverage company | | | | › | Group Controller and Treasury (1994-2002) | | | Other experience: Held various audit and financial roles at Bristol-Myers Squibb and Arthur Andersen & Company | | | | OTHER BOARD SERVICE | | | | ANYWHERE REAL ESTATE INC. (NYSE: HOUS) (since 2021), chair of audit committee | | | | NEOGENOMICS LABORATORIES, INC. (NASDAQ: NEO) (since 2024), audit and finance committee and nominating and corporate governance committee | | | | MERIDIAN BIOSCIENCE, INC. (formerly NASDAQ: VIVO) (2018-2023) | |

  11. Director Skills, Experience and Background

    | 87.5% Independence 7 Independent 1 Non-Independent | 60% Board Leadership Diversity 60% of Board leadership roles held by diverse directors based on gender or race/ethnicity | 5 years Average Tenure of Independent Directors Average tenure of all directors is 7.8 years | Tenure 50% of directors: 0-4 years 25% of directors: 5-9 years 25% of directors: 10+ years |

  12. Director Skills, Experience and Background

    Board refreshment is key to ensure our Board composition reflects the optimal blend of experience and skills to conduct oversight over the Company’s strategic objectives. The Board strives to maintain a balance of tenured directors, who bring valuable experience and institutional knowledge, as well as newer directors, who bring fresh perspectives and skills.

  13. Director Compensation

    Director Compensation

  14. Director Compensation in 2024

    Director Compensation in 2024 In 2024, the compensation package for non-employee directors consisted of (i) annual compensation for service as a director and as a member or chairperson of any committee(s), payable in cash in four quarterly installments (the “Director Cash Compensation”), and (ii) an award under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) of time-based restricted stock (“RSAs”) with an aggregate fair market value of $235,000 (based on the closing price of the Common Stock on the date of grant, but rounded down to the nearest whole share to avoid the issuance of fractional shares) (the “Director Equity Compensation”). All directors are also entitled to reimbursement for their reasonable out-of-pocket expenditures incurred in connection with their service. The Director Cash Compensation is summarized below.

  15. Director Compensation in 2024

    | Recipient(s) | 2024 Annual Cash Compensation ($) | | Non-employee directors | 75,000 | | Lead Independent Director | 25,000 | | Audit Committee chairperson | 30,000 | | Audit Committee members (excluding chairperson) | 15,000 | | Compensation Committee chairperson | 23,000 | | Compensation Committee members (excluding chairperson) | 13,000 | | Nominating and Corporate Governance Committee chairperson | 15,000 | | Nominating and Corporate Governance Committee members (excluding chairperson) | 10,000 |

  16. Director Compensation in 2024

    With respect to Director Equity Compensation, the RSAs were granted on the date of the 2024 annual meeting of stockholders and are scheduled to cliff-vest on the seventh (7th) day following the first (1st) anniversary of the 2024 annual meeting, provided that the non-employee director is providing services to the Company through the applicable vesting date. Any unvested Director Equity Compensation will be forfeited in the event that the non-employee director’s service to the Company terminates prior to the vesting date, unless (i) such director resigns concurrently with the annual meeting of stockholders immediately prior to the scheduled vesting date, (ii) such annual meeting is held not more than thirty (30) days prior to the scheduled vesting date and (iii) the resigning director continues to serve on the Board of Directors through the date of such annual meeting. In the event that a new non-employee director is appointed to the Board of Directors other than at an annual meeting of stockholders (a “Mid-Term Director”), such Mid-Term Director is entitled to receive (i) the Director Cash Compensation beginning on the first quarterly payment date following his or her appointment and (ii) a partial award of the Director Equity Compensation on the date of his or her appointment, with the aggregate fair market value of such award to be determined based on the timing of such Mid-Term Director’s appointment in relation to the quarterly payment dates for the Director Cash Compensation. The table below provides information regarding compensation paid to each non-employee director during 2024. Because Mr. Richison is an employee of the Company, he did not receive additional compensation for his service as a director in 2024 (including for his service as Chairman of the Board of Directors). See “Compensation of Executive Officers—Summary Compensation Table” for additional information regarding the compensation paid to Mr. Richison during 2024. Mr. Levenson retired from the Board of Directors and committees on which he served effective September 17, 2024. None of our executive officers had a role in determining or recommending the amount or form of non-employee director compensation, other than Mr. Richison in his capacity as a member of the Board of Directors.

  17. Director Compensation in 2024

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Current Non-Employee Directors | | | | | Joseph L. Binz | —(3) | 58,679 | 58,679 | | Henry C. Duques | 96,500(4) | 234,919 | 331,419 | | Frederick C. Peters II | 126,500(5) | 234,919 | 361,419 | | Sharen J. Turney | 103,000(6) | 234,919 | 337,919 | | Archana Vemulapalli | 22,500(7) | 117,484 | 139,984 | | J.C. Watts, Jr. | 108,000(8) | 234,919 | 342,919 | | Felicia Williams | 115,000(9) | 234,919 | 349,919 | | Former Non-Employee Director | | | | | Robert J. Levenson | 77,250(10) | 234,919 | 312,169 |

  18. Director Compensation in 2024

    | (1) Amounts shown represent the aggregate grant date fair value of Director Equity Compensation, computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 12, “Stock-Based Compensation” in the annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) filed with the SEC on February 20, 2025. For purposes of the Director Equity Compensation, we did not issue any fractional shares and, as a result, the aggregate grant date fair value of each director’s award is slightly less than the target value. |

  19. Director Compensation in 2024

    | (2) As of December 31, 2024, (i) each of Mses. Turney and Williams and Messrs. Duques, Peters and Watts held 1,216 unvested RSAs, (ii) Ms. Vemulapalli held 710 unvested RSAs and (iii) Mr. Binz held 249 unvested RSAs. |

  20. Director Compensation in 2024

    | (3) Mr. Binz joined the Board of Directors and the Audit Committee on December 10, 2024 and thus did not receive Director Cash Compensation for his service as a director or member of the Audit Committee during 2024. |

  21. Director Compensation in 2024

    | (4) Represents the aggregate Director Cash Compensation paid to Mr. Duques for his service as (i) a director and member of the Audit Committee for the entire year and (ii) a member of the Compensation Committee from January 2024 to April 29, 2024. |

  22. Director Compensation in 2024

    | (5) Represents the aggregate Director Cash Compensation paid to Mr. Peters for his service as (i) a director, the Lead Independent Director and member of the Audit Committee for the entire year and (ii) a member of the Compensation and Nominating and Corporate Governance Committees from April 29, 2024 through the end of the year. |

  23. Director Compensation in 2024

    | (6) Represents the aggregate Director Cash Compensation paid to Ms. Turney for her service as a director, a member of the Compensation Committee and the chairperson of the Nominating and Corporate Governance Committee for the entire year. |

  24. Director Compensation in 2024

    | (7) Represents the aggregate Director Cash Compensation paid to Ms. Vemulapalli for her service as a director and a member of the Audit Committee from July 30, 2024 through the end of the year. |

  25. Director Compensation in 2024

    | (8) Represents the aggregate Director Cash Compensation paid to Mr. Watts for his service as a director, the chairperson of the Compensation Committee and a member of the Nominating and Corporate Governance Committee for the entire year. |

  26. Director Compensation in 2024

    | (9) Represents the aggregate Director Cash Compensation paid to Ms. Williams for her service as a director, the chairperson of the Audit Committee and a member of the Nominating and Corporate Governance Committee for the entire year. |

  27. Director Compensation in 2024

    | (10) Represents the aggregate Director Cash Compensation paid to Mr. Levenson for his service as a director and member of the Audit and Compensation Committees until his retirement on September 17, 2024. |

  28. Vote Required

    | Chad Richison | | | | Chad Richison, 54, has served as our Chief Executive Officer and President since he founded Paycom in 1998 (including as Co-Chief Executive Officer and President from February 2024 to May 2024). He has also served as a member of our Board of Directors since 1998 and was appointed Chairman of the Board of Directors in August 2016. Mr. Richison began his career in sales with a national payroll and human resources company and a regional payroll company prior to founding Paycom. He received his bachelor’s degree in mass communications-journalism from the University of Central Oklahoma. |

  29. Vote Required

    | Robert D. Foster | | | | Robert D. Foster, 63, has served as our Chief Financial Officer since February 2025. Mr. Foster joined Paycom in November 2022 and served as Director of International Strategy until October 2024 before serving as Executive Vice President of Accounting and Finance from October 2024 to February 2025. Prior to joining Paycom, Mr. Foster led iiPay, a payroll company, from 2014 to October 2022, including as Chief Executive Officer from 2016 to October 2022, where he worked to significantly grow its revenue and expand its offices. Prior to that, Mr. Foster was at Ernst & Young for 31 years, including serving as a senior partner. Mr. Foster is a Certified Public Accountant and earned his bachelor’s degree in accounting from Ball State University. |

  30. Vote Required

    | Bradley S. Smith | | | | Bradley S. Smith, 55, has served as our Chief Information Officer since April 2018. Mr. Smith previously held roles as Paycom’s Director of Software Development from January 2012 to April 2018 and Director of Information Technology from May 2005 to January 2012. Before joining Paycom, Mr. Smith served as Senior Technical Consultant at BearingPoint from October 2003 to May 2005 and as Manager of Software Development and Business Intelligence at Fleming Companies, Inc. from May 1995 to October 2003. Mr. Smith has over 36 years of information technology and software development experience. He earned his bachelor’s degree in management information systems from Oklahoma State University. |

  31. Vote Required

    | Randy Peck | | | | Randy Peck, 60, has served as our Chief Operating Officer since May 2024 after serving as Senior Advisor to Executive Management beginning in October 2023. He joined Paycom in 2002 and held various positions within the Company in operations, client service, product management and sales, including Director of Software Strategy, Director of Operations, and Director of Client Service, among others. Mr. Peck has more than 34 years of management experience in the payroll and HCM space. He earned his bachelor’s degree in finance from Oklahoma State University. |

  32. Vote Required

    | Amy Vickroy Walker | | | | Amy Vickroy Walker, 37, has served as our Executive Vice President of Sales since April 2024 and has been with Paycom since 2010. She has served in various senior leadership roles within the Company’s sales organization since November 2016, including as Executive Vice President of Outside Sales and as a Regional Vice President of Sales. Ms. Walker was a Sales Manager from January 2012 to November 2016 and Executive Sales Representative from June 2010 to January 2012. She earned her bachelor’s degree in marketing from Missouri State University. |

  33. Vote Required

    | Jason D. Clark | | | | Jason D. Clark, 54, has served as our Chief Administrative Officer since December 2023. Mr. Clark previously served as a member of our Board of Directors from August 2014 to December 2023. Prior to joining Paycom’s executive team, Mr. Clark served as President and Chief Executive Officer of CompSource Mutual Insurance Company from March 2009 to December 2023. He has over 30 years of experience in the insurance industry specializing in workers’ compensation insurance. Mr. Clark earned his bachelor of business administration in finance degree from the University of Central Oklahoma. |

  34. Vote Required

    es Officer | | (1) Mr. Boelte retired from the Company effective Febru

  35. Vote Required

    y 21, 2025. | | (2) Mr. Peck was promoted to serve as Chief Operating Officer effective

  36. Vote Required

    ay 30, 2024. | | (3) Ms. Walker was promoted to serve as Executive Vice President of Sales effective

  37. Paying for Performance

    | Name | 2025 Base Salary ($) | Annual Incentive | | PSUs ($, at target) | RSUs ($) | Stock Awards(1) ($) | Total Target Compensation ($) | | | | Target (%) | Target ($) | | | | | | Chad Richison | 865,280 | 100% | 865,280 | 9,000,000 | 9,000,000 | — | 19,730,560 | | Robert D. Foster | 566,800 | 100% | 566,800 | 2,000,000 | 2,000,000 | — | 5,133,600 | | Bradley S. Smith | 552,944 | 100% | 552,944 | 2,000,000 | 2,000,000 | — | 5,105,888 | | Randy Peck | 531,677 | 100% | 531,677 | 1,750,000 | 1,750,000 | — | 4,563,354 | | Amy Vickroy Walker | 537,680 | 100% | 537,680 | 1,750,000 | 1,750,000 | 625,759 | 5,201,119 | | Jason D. Clark | 621,920 | 100% | 621,920 | 200,000 | 200,000 | — | 1,643,840 |

  38. Compensation Philosophy

    | › | recognize strong performers by offering cash performance-based incentive compensation and equity awards that reward contributions to our overall success; and |

  39. Overview

    | › | compensation analysis provided by the Committee’s compensation consultant; |

  40. Overview

    | › | each executive officer’s compensation for the previous year and relevant terms of the executive officer’s employment agreement, if any; |

  41. Overview

    | › | value of, and expense associated with, proposed and previously awarded equity grants, including the continuing retentive value of past awards; and |

  42. Role of Compensation Consultant

    Role of Compensation Consultant In 2024, the Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide input, analysis, and advice about our compensation programs for executives and non-employee directors, including compensation philosophy and design, peer group data, competitive positioning and equity compensation practices. The Committee selected Meridian as its independent compensation consultant based on, among other things, Meridian’s reputation and substantial insight and experience with executive compensation programs in our industry. Meridian reports directly to the Committee and did not perform work for Paycom in 2024 except as directed by the Committee. After reviewing and considering the factors set out by the applicable rules and regulations of the SEC and NYSE regarding the independence of compensation advisors, the Committee determined that Meridian is independent and its work in 2024 did not raise any conflicts of interest.

  43. Compensation Mix

    Compensation Mix We do not have a formal policy or target for the allocation between cash and non-cash compensation or for the allocation between short-term and long-term incentive compensation for our executive officers. Rather, the Committee relies on each Committee member’s experience and peer group and industry benchmarks provided by the Committee’s independent compensation consultant, to determine the appropriate level and mix of compensation. Ultimately, our objective is to provide our executive officers with reasonable, competitive base salaries, time-based equity incentives to support retention, and the opportunity to earn additional compensation through performance-based incentives, which are designed to encourage achievement of pre-established performance target levels.

  44. Timing

    Timing At least annually, the Committee reviews and evaluates each executive officer’s base salary. Based on historical practices and our performance review cycle for all employees, salary increases, if any, were typically approved in the first quarter but effective as of July 1st of a given year. Beginning in 2025, in order to better align the implementation of salary changes with other annual executive compensation determinations, the Committee intends to review, approve and implement annual executive officer salary changes, if any, in the first quarter of each year. With respect to cash bonuses, the Annual Incentive Plan requires that the Committee set performance goals within the first 90 days of a performance period. Following the end of a performance period and our receipt of the independent auditor’s report with respect to financial statements for the applicable fiscal year, the Committee must certify the extent to which the performance goals were achieved as well as the calculation and determination of the incentive compensation to be paid to each participant under the Annual Incentive Plan. With respect to equity compensation, the Committee determines whether and when to grant awards to executive officers based on its evaluation of the various factors discussed under “—Equity Incentive Compensation—Overview” below.

  45. Peer Group Data

    Peer Group Data The Committee uses peer group data as a point of reference for designing our compensation programs and setting compensation levels. In October 2023, the Committee reviewed comparative executive compensation data from a group of companies identified based on the selection criteria described below. The Committee does not use peer group data as a determinative factor, but rather an external check to verify our executive compensation programs are reasonable and competitive. In developing the primary peer group, the Committee sought to include U.S.-headquartered companies that, in the Committee’s view, are similar to the Company in terms of size, industry focus and level of operational and organizational complexity. In particular, the Committee targeted application software companies with comparable SaaS business models and business software applications. The peer group companies were also identified based on revenue and market capitalization. Potential peer group companies were evaluated based on the trailing 12 months of data that preceded the annual peer group review. With the assistance of its independent compensation consultant, the Committee ultimately identified the primary peer group set forth below. The primary peer group includes 19 software companies with median revenues of $1.8 billion and median market capitalization of $15.0 billion. For the 2024 peer group, Coupa Software and Zendesk were removed from the group due to their respective acquisitions, and PTC and Dynatrace were added as software companies of similar size and complexity to our operations to maintain a balanced peer group composition.

  46. Peer Group Data

    | 2024 Peer Group | | | ANSYS, Inc. | Guidewire Software, Inc. | | Aspen Technology, Inc. | HubSpot, Inc. | | Blackbaud, Inc. | Okta, Inc. | | CoStar Group, Inc. | Paylocity Holding Corporation | | Datadog, Inc. | PTC Inc. (New) | | Dayforce, Inc. | RingCentral, Inc. | | DocuSign, Inc. | Splunk Inc. | | Dynatrace, Inc. (New) | The Trade Desk, Inc. | | Ebix, Inc. | Tyler Technologies, Inc. | | Fair Isaac Corporation | |

  47. Peer Group Data

    We have a limited number of direct, public company business peers with a similar growth trajectory. As we continue to grow, the Committee remains focused on providing market-competitive and stockholder-aligned compensation programs that are appropriate for the size and strategy of the business. To assist with this goal, the Committee also reviewed data from larger companies in our industry, both in terms of market capitalization and revenue, to help the Committee understand how pay design and structure, as well as quantum of pay opportunity, may change as we continue to grow. The Committee reviewed trends in compensation structure and formulation among members of these reference groups as part of its overall executive compensation evaluation.

  48. Base Salary

    Cash Compensation Base Salary We provide base salaries to our executive officers to compensate them for services rendered during the fiscal year and to recognize their experience, skills, knowledge and responsibilities. The Committee reviews and evaluates base salaries for our executive officers at least annually with input from its independent compensation consultant and our CEO (except with respect to his own compensation). In evaluating executive officer salaries, the Committee reviews (with input from its independent compensation consultant) compensation data of named executive officers of peer group companies, as well as a general competitive external market conditions for recruiting and retaining executive talent. The Committee approved a base salary increase for each executive officer in the first quarter of 2024, with changes effective July 1, 2024. The table below provides information regarding the base salary f

  49. Base Salary

    each of our NEOs. | Name | Prior Base Salary ($) | 2024 Base Salary ($)(1) | % Change | | Chad Richison | 800,000 | 832,000 | 4% | | Craig E. Boelte | 524,097 | 545,061 | 4% | | Bradley S. Smith | 511,228 | 531,667 | 4% | | Randy Peck(2) | — | 511,228 | — | | Amy Vickroy Walker(3) | — | 517,000 | — | | Jason D. Clark | 575,000 | 598,000 | 4% | | Chris G. Thomas(4) | 800,000 | — | — | | Holly Faurot(5)

  50. Base Salary

    497,190 | — | — | | (1) The amounts represent base salaries in effect

  51. Base Salary

    of July 1, 2024. | | (2) Mr. Peck was not an NEO in 2023. In connection with his appointment as Chief Operating Officer on May 30, 2024, Mr. Peck’s base salary was in

  52. Base Salary

    eased to $511,228. | | (3) Ms. Walker was not an NEO in 2023. In connection with her appointment as Executive Vice President of Sales on April 1, 2024, Ms. Walker’s base salary was i

  53. Base Salary

    reased to $517,000. | | (4) Mr. Thomas resigned from the Company e

  54. Base Salary

    ective May 29, 2024. | | (5) Ms. Faurot transitioned to a non-employee role with the Company e

  55. Base Salary

    ective April 4, 2024. | In the first quarter of 2025, the Committee reviewed, approved and implemented salary changes for executive officers, including Messrs. Richison, Smith, Peck and Clark and Ms. Walker. Going forward, in order to better align the implementation of salary changes with other annual executive compensation determinations, the Committee intends to review, approve and implement annual executive officer salary changes, if any, in the first quarter of each year, rather than delaying e

  56. Annual Incentive Plan

    Annual Incentive Plan

  57. Overview

    | › | identifying and rewarding superior performance and providing competitive compensation to attract, motivate and retain employees who have outstanding skills and abilities; and |

  58. Overview

    The Annual Incentive Plan is administered by the Committee. For each performance period, the Committee must approve the participants eligible to receive annual incentive awards and select the performance metrics, goals and corresponding payout levels for each participant. Payouts under the Annual Incentive Plan are made based upon achievement of performance goals (consisting of individual performance goals, business unit performance goals and/or Company performance goals) relating to one or more “performance criteria,” such as revenues, adjusted EBITDA or annual revenue retention rate.

  59. 2024 Annual Incentive Targets

    2024 Annual Incentive Targets For 2024, the Committee approved annual incentive target opportunities for each NEO as shown below. As Mr. Thomas’s and Ms. Faurot’s employment with the Company ended prior to the end of the fiscal year, they did not receive payouts under the 2024 Annual Incentive Plan.

  60. 2024 Annual Incentive Targets

    | Name(1) | Target Annual Incentive (% of Base Salary) | Target Annual Incentive ($) | | Chad Richison | 100% | 800,000 | | Craig E. Boelte | 100% | 524,097 | | Bradley S. Smith | 100% | 511,228 | | Randy Peck | 100% | 511,228 | | Jason D. Clark | 100% | 575,000 |

  61. 2024 Annual Incentive Targets

    | (1) Consistent with the terms of a bonus program established prior to her promotion, Ms. Walker’s 2024 target cash bonus was $600,000, payable in four quarterly installments. Ms. Walker will participate in the Annual Incentive Plan for the 2025 performance period. The target annual incentive opportunity for each of Mr. Thomas and Ms. Faurot was set at 100% of his or her base salary. |

  62. 2024 Performance Criteria

    2024 Performance Criteria As in prior years, the Committee determined that customizing a mix of performance metrics for each of the participating NEOs based on his or her responsibilities and areas of direct impact was the most effective way to incentivize outperformance. The metrics, performance targets, and achievement levels for each participating NEO are described below. Revenue Participants For the 2024 performance period, the Annual Incentive Plan awards granted to Mr. Richison, Mr. Boelte, Mr. Clark and Ms. Faurot were based on our achievement of revenue targets, but subject to downward adjustment if adjusted EBITDA fell below a specified target. The Committee selected these metrics because it believes top-line growth and profitability are critical short-term measures of our success and key to long-term stockholder value creation. The table below sets forth (i) the revenue amounts and growth rates that were established as the threshold, target and maximum achievement levels for the 2024 performance period and (ii) the payout percentage (as a percent of target) at each achievement level. Generally, a straight-line interpolation would be applied on the change in performance between threshold and target achievement. To the extent that our total revenues fell between target and maximum achievement, the payout percentage would increase 6.7 percentage points for each $1.0 million of revenue growth over $1,870.0 million, up to $1,884.0 million, and 6.2 percentage points for the $1.0 million increment of revenue between $1,884.0 million and $1,885.0 million. Additionally, as in prior years, the revenue payout percentage was subject to a downward adjustment by 5 percentage points for every $2.0 million (whole) that our adjusted EBITDA for the year fell below $725.0 million, provided that the revenue payout percentage could not be reduced by more than 75 percentage points.

  63. 2024 Performance Criteria

    | Achievement Level | Performance Goal ($MM) | Payout Percentage (% of Target) | | Revenue Performance (100%) | | | | Threshold | 1,860.0 | 0% | | Target | 1,870.0 | 100% | | Maximum | 1,885.0 | 200% | | Adjusted EBITDA(1) Performance (Modifier) | | | | Target | 725.0 | N/A | | Potential Deduction: | 5.0% reduction in payout percentage for every $2.0MM below target performance, up to a maximum 75% payout reduction | |

  64. 2024 Performance Criteria

    The established financial performance goals were rigorous and, at target achievement level, required significant growth from achieved performance results in the prior year. In establishing Annual Incentive Plan performance goals for Mr. Richison, Mr. Boelte, Mr. Clark and Ms. Faurot for the 2024 performance period, the Committee set the goals for threshold achievement above 2023 actual results, requiring greater than 9.8% revenue growth in order to achieve any payouts and 10.4% revenue growth to achieve target payouts. The goals established for the target achievement level were informed by our annual budgeting process, among other factors. In establishing the total revenue goal and revenue payout percentage for the maximum achievement level, the Committee took into consideration the significant “stretch” level of performance already required to achieve the target as well as the difficulty in achieving results above the “stretch” target level. Revenue Retention Participants For the 2024 performance period, the Annual Incentive Plan awards granted to Messrs. Smith, Peck and Thomas were based on our achievement of annual revenue retention rate targets, which measure our success at retaining clients, a key determinant of our long-term success. The Committee determined that annual revenue retention rate was an appropriate metric for Messrs. Smith, Peck and Thomas because (i) as Chief Information Officer, Mr. Smith helps drive our product and technological innovation, supporting client satisfaction as measured by our annual revenue retention rate, (ii) as Chief Operating Officer, Mr. Peck is directly responsible for all aspects of our client experience, which drives our annual revenue retention rate, and (iii) as Co-Chief Executive Officer, Mr. Thomas was focused on operational excellence and other drivers of client satisfaction, which directly impact our annual revenue retention rate. The table below sets forth (i) annual revenue retention rates that were established as the threshold, target and maximum achievement levels for the 2024 performance period and (ii) the payout percentage (as a percent of target) at each achievement level. The payout percentage would increase 17.5% for each 1% (whole) increase in the annual revenue retention rate above target, up to 170% for an annual revenue retention rate of 95%, and would increase an additional 15% for each 1% (whole) increase in the annual revenue retention rate between 95% and the maximum achievement level. There was no increase in the payout percentage for increases in the annual revenue retention rate in increments of less than 1%.

  65. 2024 Performance Criteria

    | Achievement Level | Annual Revenue Retention Rate Performance Goal | Payout (% of Target) | | Below Threshold | < 90% | 0% | | Threshold | 90% | 90% | | Target | 91% | 100% | | Maximum | 97% | 200% |

  66. 2024 Annual Incentive Plan Payouts

    2024 Annual Incentive Plan Payouts The tables below set forth our actual achievement of Company financial performance metrics for the 2024 performance period and the resulting bonus payouts for participating NEOs. We paid cash bonuses under the Annual Incentive Plan for the 2024 performance period in the first quarter of 2025.

  67. 2024 Annual Incentive Plan Payouts

    | Performance Metric | Target | Actual Achievement | Payout (% of Target) | | Revenue | $1,870.0 MM | $1,883.2 MM | 188.1% | | Adjusted EBITDA | $725.0 MM | $775.4 MM | N/A(1) | | Annual Revenue Retention Rate | 91% | 90% | 90% |

  68. 2024 Annual Incentive Plan Payouts

    | (1) Adjusted EBITDA exceeded the target and, as a result, there was no downward adjustment to the payout percentage. |

  69. 2024 Annual Incentive Plan Payouts

    | Name(1) | Threshold ($) | Target ($) | Maximum ($) | Actual Amount Paid ($) | Amount Paid (% of Target) | | Chad Richison | — | 800,000 | 1,600,000 | 1,504,882 | 188.1% | | Craig E. Boelte | — | 524,097 | 1,048,194 | 985,880 | 188.1% | | Bradley S. Smith | — | 511,228 | 1,022,456 | 460,105 | 90.0% | | Randy Peck | — | 511,228 | 1,022,456 | 460,105 | 90.0% | | Jason D. Clark | — | 575,000 | 1,150,000 | 1,081,633 | 188.1% |

  70. 2024 Annual Incentive Plan Payouts

    | (1) Consistent with the terms of a bonus program established prior to her promotion, Ms. Walker’s cash bonus for 2024 performance was $600,000, payable in four quarterly installments. In light of Mr. Thomas’s resignation and Ms. Faurot’s transition to a non-employee consulting role prior to the end of the fiscal year, they did not receive payouts under the 2024 Annual Incentive Plan. |

  71. Equity Incentive Compensation

    Equity Incentive Compensation

  72. Overview

    Overview We believe that equity awards provide our executive officers with a strong link to our performance, create an incentive to achieve performance goals and objectives, and more closely align the interests of our executive officers with those of our stockholders. The 2023 LTIP allows us to grant an array of equity-based incentive awards to our executive officers, other employees, outside directors and contractors. The purpose of the 2023 LTIP is to align award recipients with Paycom’s stockholders and long-term success and to help us attract and retain top-tier talent. Historically, we have granted equity incentive awards to our executive officers consisting of RSAs, restricted stock awards subject to market-based vesting (“PSAs”), RSUs and PSUs. The Committee, in consultation with its independent compensation consultant, annually determines the type, magnitude and vesting conditions of awards to executive officers based on its evaluation of the following factors, among others:

  73. Overview

    | › | value of equity awards that have previously vested; |

  74. Overview

    | › | value of and vesting conditions for unvested equity awards that remain outstanding; |

  75. Overview

    | › | trends among our competitors and peers with respect to equity compensation practices. |

  76. 2024 Equity Awards

    2024 Equity Awards

  77. Overview

    Overview On March 25, 2024, the Committee approved equity incentive award grants to then-serving NEOs (except Mr. Richison) pursuant to the 2023 LTIP, consisting of performance- and time-based incentives allocated equally among PSUs and RSUs. As was the case in 2021, 2022 and 2023, Mr. Richison did not receive any equity incentive awards in 2024. As discussed below under the heading “— 2020 CEO Performance Award,” the 2020 CEO Performance Award was forfeited in full in February 2024. In approving the 2024 annual equity incentives, the Committee considered, among several factors, feedback provided by our stockholders, the market and peer data for named executive officer annual equity incentive opportunities based on each role and associated scope of responsibilities, the fair value of outstanding equity awards and the highly competitive market for executive talent in our industry. In response to stockholder feedback, the award levels were designed to more closely align with the competitive peer data for similar roles, while allowing for individual variation based on executive officer performance and other evaluation factors outlined above. The Committee approved a PSU award to Ms. Walker in connection with her appointment as Executive Vice President of Sales effective April 1, 2024. Ms. Walker also received RSAs in 2024, based on contributions in her prior role. See “—Amy Vickroy Walker Equity Awards” below for additional information. The Committee approved Mr. Peck’s annual target equity incentive awards in connection with his appointment as Chief Operating Officer, effective May 30, 2024.

  78. Overview

    | Name(1) | Target Total Grant Value ($) | Target PSU Value ($) | Target RSU Value ($) | | Craig E. Boelte | 2,666,666 | 1,333,333 | 1,333,333 | | Bradley S. Smith | 1,666,666 | 833,333 | 833,333 | | Randy Peck(2) | 1,666,666 | 833,333 | 833,333 | | Amy Vickroy Walker(3) | (3) | 791,000(3) | (3) | | Jason D. Clark | 1,000,000 | 500,000 | 500,000 | | Chris G. Thomas(4) | 2,666,666 | 1,333,333 | 1,333,333 | | Holly Faurot(5) | 1,666,666 | 833,333 | 833,333 |

  79. Overview

    | (1) Mr. Richison did not receive any equity incentive awards in 2024. |

  80. Overview

    | (2) Excludes May 2024 promotion RSAs valued at approximately $5.96 million and equity awards granted to Mr. Peck in February 2024 in his prior, non-executive role. For a discussion of the equity incentive awards granted to Mr. Peck in connection with his promotion, see “—Randy Peck Equity Awards” below. |

  81. Overview

    | (3) For a discussion of the equity incentive awards granted to Ms. Walker in 2024, see “—Amy Vickroy Walker Equity Awards” below. |

  82. Overview

    | (4) Excludes equity awards granted to Mr. Thomas in connection with his promotion to Co-Chief Executive Officer in February 2024. Mr. Thomas forfeited his 2024 equity awards in connection with his resignation from the Company. See “—Chris G. Thomas Equity Awards” below. |

  83. Overview

    | (5) Ms. Faurot forfeited her 2024 equity awards in connection with her transition to a non-employee consulting role with the Company. |

  84. 2024 PSU Awards

    2024 PSU Awards For 2024, the Committee maintained the prior year’s practice of using financial metrics for the PSU performance goals, in alignment with stockholder feedback, using revenue as the PSU metric for all participating NEOs. In selecting revenue for the 2024 equity program, the Committee reviewed a range of potential metrics – including the metrics used in the 2023 equity program – and determined that revenue was the financial performance measure most critical to our ability to deliver sustained stockholder value creation, as well as a key metric used by our investors to measure our performance relative to market benchmarks. The Committee determined it was appropriate to use the same financial performance metric for certain NEOs in the cash and equity incentive programs to emphasize the criticality of maintaining a strong revenue growth rate in 2024. Due to significant challenges in setting reliable long-term financial goals in the highly volatile macroeconomic environment, the Committee approved a one-year performance period for the 2024 PSUs to maintain the rigor and effectiveness of our program. The chosen performance period eliminated the possibility of overperformance in one year offsetting underperformance in another year during a longer-term performance cycle. The Committee will continue to review market conditions and evaluate whether longer performance periods for future equity awards would be appropriate. Except with respect to Ms. Walker, the payout opportunity for the 2024 PSUs was capped at target, with no additional payouts provided for above-target performance. The Committee determined that this incentive payout schedule reflected the rigor of the target goal and avoided a possibility of providing outsized payouts.

  85. 2024 PSU Awards

    | Metric | Performance Level | Payout Percentage | | Revenue | < $1,870 MM | 0% | | | ≥ $1,870 MM | 100% |

  86. 2024 RSU Awards

    2024 RSU Awards RSUs granted to the participating NEOs in 2024 as part of their annual long-term incentive compensation were designed to align the interests of our executives with those of our stockholders, and to promote the long-term retention of our executive talent. RSUs vest ratably over a three-year period and require continued employment through each vesting date.

  87. Randy Peck Equity Awards

    Randy Peck Equity Awards On May 30, 2024, the Board of Directors appointed Randy Peck as Chief Operating Officer. In connection with this appointment, the Committee approved the following equity awards to Mr. Peck: (i) an annual RSU award (as described above); (ii) an annual PSU award (as described above); and (iii) RSAs with a vesting schedule modeled after that of the RSAs included in the annual equity incentive awards granted to certain other executive officers in 2023. Mr. Peck’s RSAs consisted of 37,500 RSAs, with an aggregate grant date fair value of $5,960,625. The RSAs vested or will vest as follows, subject to continued service through the applicable vesting date: (i) 6,375 shares on each of February 5, 2025, 2026 and 2027; and (ii) 18,375 shares on February 5, 2028. The RSAs were intended to provide immediate alignment of Mr. Peck’s incentives with those of our stockholders and to provide strong incentive and retentive value.

  88. Amy Vickroy Walker Equity Awards

    Amy Vickroy Walker Equity Awards In late December 2023 and February 2024, prior to her appointment as Executive Vice President of Sales effective April 1, 2024, Ms. Walker was granted equity incentive awards consisting of RSAs and PSAs. In connection with her promotion, the Committee determined that it was appropriate to cancel the PSAs granted to Ms. Walker in her prior role and to grant to Ms. Walker an award of PSUs that more closely aligned with the PSUs awarded to other NEOs in 2024. The replacement award granted to Ms. Walker consisted of 4,000 target PSUs eligible to vest as follows:

  89. Amy Vickroy Walker Equity Awards

    | Metric | Performance Level | Payout Percentage | | Revenue | < $1,860 MM | 0% | | | ≥ $1,860 MM / < $1,870 MM | 75% | | | ≥ $1,870 MM / < $1,885 MM | 100% | | | ≥ $1,885 MM | 125% |

  90. Amy Vickroy Walker Equity Awards

    In addition, consistent with our typical cycle for equity incentive awards to members of our sales organization who qualify for “President’s Club”, Ms. Walker received an additional grant of 1,482 RSAs in May 2024, in recognition of her contributions to the sales organization in her prior role.

  91. Chris G. Thomas Equity Awards

    Chris G. Thomas Equity Awards On February 7, 2024, the Board of Directors appointed Mr. Thomas as Co-Chief Executive Officer. In connection with his promotion, the Committee approved the grant of the following equity awards to Mr. Thomas, which were intended to provide immediate alignment of Mr. Thomas’s incentives with those of our stockholders and to provide strong incentive and retentive value: (i) an award of 17,209 RSUs, vesting over three years with approximately 24% vesting in the first year, approximately 24% vesting in the second year and approximately 52% vesting in the third year; (ii) an award of 15,000 PSUs that would vest based on achievement of a revenue performance goal, consistent with the 2024 PSUs described above; and (iii) an award of 4,104 immediately vested shares of Common Stock. In connection with his resignation in May 2024, Mr. Thomas forfeited all of the foregoing equity awards, as well as the annual equity incentive awards granted to him in March 2024.

  92. Vesting of 2024 PSUs

    Vesting of 2024 PSUs In February 2025, the Committee reviewed and certified the achievement of performance goals applicable to PSUs granted to NEOs in 2024. Our 2024 revenue was $1,883.2 million, which exceeded the target performance level. However, due to the payout cap on awards granted to Messrs. Boelte, Smith, Peck and Clark, no additional payout was provided beyond the target opportunity level, and 2024 PSUs vested at target. Although the PSUs granted to Ms. Walker in 2024 provided for vesting in excess of target, our 2024 revenue was slightly less than the maximum performance level for such award. Accordingly, Ms. Walker’s PSUs also vested at target.

  93. Vesting of 2022 PSUs

    Vesting of 2022 PSUs In February 2025, the Committee also reviewed and certified our TSR performance relative to the S&P 500 Software & Services Index for the second and final performance period applicable to the 2022 PSUs. Up to 25% of the target 2022 PSUs were eligible to vest based on our two-year relative TSR during the measurement period ended December 31, 2023, and up to 75% of the target 2022 PSUs were eligible to vest based on our three-year relative TSR during the measurement period ended December 31, 2024. The first tranche of the 2022 PSUs resulted in a payout of 0% of target based on our relative TSR rank at the 9th percentile. The second tranche also paid out at 0% of target based on our relative TSR rank at the 6th percentile, resulting in a cumulative payout of 0% of target for the 2022 PSUs. Unearned 2022 PSUs were forfeited, and there are no additional opportunities to earn these PSUs.

  94. Vesting of 2022 PSUs

    | Performance Period | Weighting | Relative TSR Performance Level and Payout | Actual Relative TSR | Payout (% of Target) | | January 1, 2022 to December 31, 2023 | 25% | Threshold: 30th percentile g 50% of Target Units Target: 60th percentile g 100% of Target Units Maximum: 90th percentile g 250% of Target Units | 9th percentile rank | 0% | | January 1, 2022 to December 31, 2024 | 75% | | 6th percentile rank | 0% |

  95. Change in Control Arrangements

    Change in Control Arrangements

  96. Employment Agreements (Richison and Boelte)

    Employment Agreements (Richison and Boelte) As disclosed under “Compensation of Executive Officers—Employment Agreements and Arrangements,” the employment agreement with Mr. Boelte provided for payments upon the occurrence of a change in control followed by a termination of employment by Mr. Boelte due to a change in his status, reporting, duties or position that represented a demotion or diminution from his prior status, which is also known as a “double-trigger” provision. Mr. Richison’s employment agreement does not provide for any payments upon a change in control. The change in control provisions in Mr. Boelte’s employment agreement were designed to reward him for remaining employed with us during a time when his prospects for employment following a change in control could have been uncertain. Following Mr. Boelte’s retirement in February 2025, we are no longer party to any executive employment agreement or arrangement that provides for payments upon a change in control.

  97. Equity Awards

    Equity Awards

  98. RSAs and RSUs

    RSAs and RSUs The RSA agreements and RSU award agreements with each NEO under the 2014 LTIP and the 2023 LTIP (other than the 2020 CEO Performance Award, which was forfeited in February 2024) provide that upon a change in control (as defined in the 2014 LTIP or 2023 LTIP, as applicable), 100% of the RSAs or RSUs not previously vested will vest if the award is not assumed by the surviving entity. The awards will continue in accordance with their terms if they are assumed by the surviving entity (or if the Company is the surviving entity).

  99. PSUs

    PSUs The award agreements governing the PSUs granted to NEOs in 2024 provide that unvested PSUs will remain outstanding in connection with a change in control, absent a subsequent termination of service. If the NEO is terminated without cause (as defined in the applicable award agreement) or the NEO terminates his or her employment for good reason (as defined in the applicable award agreement) in connection with or during the 12-month period following the consummation of a change in control but prior to the applicable vesting date, the unvested PSUs will become fully vested as of the date of such termination of service. Pursuant to the 2023 LTIP, if the PSUs are not assumed in connection with a change in control, all outstanding PSUs will vest in connection with such change in control, as follows: (i) if the payout level has been determined (or is determinable) as of such change in control, such award shall be payable in full in accordance with the payout schedule set forth in the award agreement; and (ii) if the payout level is undeterminable, the award shall be pro-rated based on the time elapsed in the applicable performance period between the date of grant and the change in control and paid at the target payout level in accordance with the payout schedule set forth in the award agreement.

  100. Equity Award Timing Policy

    Equity Award Timing Policy We do not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of such awards in relation to the disclosure of material non-public information by the Company. If in the future we determine to grant new awards of options, stock appreciation rights, or similar option-like instruments, we will establish a policy regarding the timing of such awards in relation to the disclosure of material information, and the Board will evaluate the appropriate steps to take in relation to the foregoing.

  101. Dividends and Dividend Equivalents

    Dividends and Dividend Equivalents Pursuant to the 2023 LTIP, participants receiving RSAs have all of the rights of a stockholder of the Company, including the right to receive any dividends thereon, provided that, (i) any cash dividends and stock dividends with respect to RSAs must be withheld by the Company for the participant’s account, and (ii) such withheld dividends attributable to any particular share of restricted stock shall be distributed to such participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a fair market value equal to the amount of such withheld dividends, if applicable, upon the release of restrictions on such share (i.e., upon vesting) and, if such share is forfeited, the participant will forfeit and have no right to such withheld dividends. Similarly, RSUs and PSUs may permit the participant to receive dividend equivalents, provided that, (i) any dividend equivalents (based on cash or stock dividends) with respect to the RSUs or PSUs shall be withheld by the Company for the participant’s account, and (ii) such withheld dividend equivalents attributable to any particular RSU or PSU shall be distributed to such participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a fair market value equal to the amount of such dividend equivalents, if applicable, upon the release of restrictions on such RSUs or PSUs (i.e., upon vesting) and, if such RSU or PSU is forfeited, the participant shall forfeit and have no right to such dividend equivalents. All NEOs’ unvested equity incentive awards currently outstanding are entitled to receive dividends or dividend equivalents, as applicable, provided that such dividends or dividend equivalents are withheld by the Company and subject to the same vesting and forfeiture provisions as the awarded shares or awarded units to which they relate. As a result, dividends are paid to the applicable NEO only upon vesting of the award.

  102. Summary Compensation Table

    Summary Compensation Table The following table contains information regarding the compensation of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  103. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Chad Richison Chief Executive Officer and President | 2024 | 821,846 | — | — | 1,504,882 | 1,127,389(3) | 3,454,117 | | | 2023 | 817,068 | — | — | 765,700 | 1,535,838 | 3,118,606 | | | 2022 | 785,953 | — | — | 1,538,816 | 813,649 | 3,138,418 | | Craig E. Boelte Chief Financial Officer | 2024 | 537,610 | — | 2,673,702(4) | 985,880 | 42,214(5) | 4,239,406 | | | 2023 | 516,911 | — | 16,116,690 | 482,222 | 39,577 | 17,155,400 | | | 2022 | 496,797 | — | 7,832,696 | 969,114 | 38,697 | 9,337,303 | | Bradley S. Smith Chief Information Officer | 2024 | 523,056 | — | 1,670,879(4) | 460,105 | 16,898(6) | 2,670,938 | | | 2023 | 501,884 | — | 14,837,996 | — | 15,577 | 15,355,457 | | | 2022 | 483,142 | — | 2,470,988 | 472,659 | 14,697 | 3,441,485 | | Randy Peck Chief Operating Officer | 2024 | 405,662 | — | 7,743,422(7) | 460,105 | 17,132(8) | 8,626,321 | | Amy Vickroy Walker Executive Vice President of Sales | 2024 | 471,150 | 600,000(9) | 1,603,530(10) | — | 18,214(11) | 2,692,894 | | Jason D. Clark Chief Administrative Officer | 2024 | 586,953 | — | 1,002,823(4) | 1,081,634 | 18,214(11) | 2,689,624 | | | 2023 | 22,392 | — | 9,954,066 | — | 335,103 | 10,311,560 | | Chris G. Thomas(12) Former Co-Chief Executive Officer | 2024 | 316,713 | — | 9,901,078(13) | 720,000(14) | 1,150,246(15) | 12,088,037 | | | 2023 | 401,733 | — | 8,783,723 | — | 4,027 | 9,189,483 | | Holly Faurot(16) Former Chief Sales Officer | 2024 | 154,787 | — | 1,670,879(17) | 935,265(18) | 947,316(19) | 3,708,247 | | | 2023 | 499,065 | — | 14,837,996 | 457,465 | 15,577 | 15,810,103 | | | 2022 | 480,576 | — | 2,470,988 | 919,360 | 14,697 | 3,885,620 |

  104. Summary Compensation Table

    | (1) The amounts presented in this column do not reflect compensation actually received by the NEOs. Rather, the amounts represent the aggregate grant date fair value of RSAs, PSAs, RSUs, and PSUs granted to the NEO in each year, as applicable, in each case computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. A discussion of the assumptions used in the calculation of these amounts is included in Note 12, “Stock-Based Compensation” in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 20, 2025. |

  105. Summary Compensation Table

    | (2) The amounts presented in this column represent (i) bonuses earned by each of Messrs. Richison, Boelte, Peck and Clark based on the achievement of performance goals tied to revenue growth and adjusted EBITDA, (ii) bonuses earned by each of Messrs. Smith and Peck based on the achievement of performance goals tied to annual revenue retention rate and (iii) with respect to Mr. Thomas and Ms. Faurot, the maximum amount that would have been payable under the Annual Incentive Plan for the 2024 performance period. Bonuses were determined in accordance with the terms of the Annual Incentive Plan. Mr. Thomas and Ms. Faurot did not receive payouts under the Annual Incentive Plan due to their respective separations from the Company in 2024. See “Compensation Discussion and Analysis—Cash Compensation” for additional information. |

  106. Summary Compensation Table

    | (3) This amount consists of (i) $525,813 for Mr. Richison’s non-Company use of private aircraft, in accordance with the terms of his employment agreement, (ii) $568,207 for Mr. Richison’s personal and home security, in accordance with the terms of his employment agreement, (iii) $6,155 (in lieu of lease payments) attributable to depreciation of a vehicle purchased by the Company, recognized over the vehicle’s remaining useful life, (iv) $9,000 in country club dues, (v) $12,075 in Company contributions to a 401(k) plan for the benefit of Mr. Richison and (vi) a retainer for a supplemental medical plan. The incremental cost for personal use of private aircraft was calculated based on the total personal travel flight hours, up to 75 hours, multiplied by the estimated hourly aircraft operating costs (including variable fuel charges and a pro-rated portion of a monthly management fee). When using private aircraft for business travel, if space allows, we permit Mr. Richison to bring family members or guests along on the trip. Because we pay for such use of private aircraft based on the flight hours regardless of the |

  107. Summary Compensation Table

    | passenger load, the aggregate incremental cost to us for the additional passengers is de minimis. See “Compensation Discussion and Analysis—Other Compensation Components and Considerations—Perquisites and Other Personal Benefits” and “—Employment Agreements and Arrangements.” |

  108. Summary Compensation Table

    | (4) This amount represents the aggregate grant date fair value of RSUs and PSUs granted to the NEO on March 1, 2024. The amount reported includes the value of the applicable NEO’s PSUs assuming achievement of performance conditions at the highest level. |

  109. Summary Compensation Table

    | (5) This amount consists of (i) $24,000 in automobile lease payments, (ii) $12,075 in Company contributions to a 401(k) plan and (iii) a retainer for a supplemental medical plan for the benefit of Mr. Boelte. |

  110. Summary Compensation Table

    | (6) This amount consists of (i) $10,759 in Company contributions to a 401(k) plan and (ii) a retainer for a supplemental medical plan for the benefit of Mr. Smith. |

  111. Summary Compensation Table

    | (7) This amount represents the aggregate grant date fair value of (i) RSAs and PSAs granted to Mr. Peck on February 23, 2024, prior to his appointment as an executive officer, and (ii) RSAs, RSUs and PSUs granted to Mr. Peck on May 30, 2024, in connection with his promotion to the position of Chief Operating Officer. The amount reported includes the value of PSUs assuming achievement of performance conditions at the highest level. |

  112. Summary Compensation Table

    | (8) This amount consists of (i) $10,993 in Company contributions to a 401(k) plan and (ii) a retainer for a supplemental medical plan for the benefit of Mr. Peck. |

  113. Summary Compensation Table

    | (9) Consistent with the terms of a bonus program established prior to her promotion, Ms. Walker’s 2024 target cash bonus was $600,000, payable in four quarterly installments. |

  114. Summary Compensation Table

    | (10) This amount represents the aggregate grant date fair value of (i) PSAs granted to Ms. Walker on February 23, 2024, which were cancelled by mutual agreement in connection with her appointment as Executive Vice President of Sales, (ii) PSUs granted to Ms. Walker on April 4, 2024, in connection with her promotion, and (iii) RSAs granted in recognition of Ms. Walker’s contributions to the sales organization in her prior role. The potential maximum value on the grant date of Ms. Walker’s PSUs was $988,750. |

  115. Summary Compensation Table

    | (11) This amount consists of (i) $12,075 in Company contributions to a 401(k) plan and (ii) a retainer for a supplemental medical plan for the benefit of the NEO. |

  116. Summary Compensation Table

    | (12) Mr. Thomas served as Senior Executive Vice President of Operations from March 2023 to September 2023, Chief Operating Officer from September 2023 to February 2024 and Co-Chief Executive Officer from February 2024 to May 2024. Mr. Thomas resigned from all positions at the Company on May 29, 2024. |

  117. Summary Compensation Table

    | (13) This amount represents the aggregate grant date fair value of (i) shares of Common Stock, RSAs, RSUs and PSUs granted to Mr. Thomas on February 7, 2024, in connection with his promotion to the position of Co-Chief Executive Officer, and (ii) RSUs and PSUs granted to Mr. Thomas on March 1, 2024. The amount reported includes the value of PSUs assuming achievement of performance conditions at the highest level. In connection with his resignation in May 2024, Mr. Thomas forfeited all outstanding unvested equity awards, including all equity awards granted in 2024, except for 2,000 RSAs for which vesting was accelerated. |

  118. Summary Compensation Table

    | (14) In accordance with SEC guidance, the amount presented represents the amount that would have been payable to Mr. Thomas under the Annual Incentive Plan for the 2024 performance period. Mr. Thomas was not eligible to receive a payout under the Annual Incentive Plan due to his resignation effective May 29, 2024. |

  119. Summary Compensation Table

    | (15) Consists of (i) $327,180 attributable to accelerated vesting of RSAs, (ii) $812,876 of severance, (iii) $7,632 in Company contributions to a 401(k) plan for the benefit of Mr. Thomas and (iv) a retainer for a supplemental medical plan. |

  120. Summary Compensation Table

    | (16) Ms. Faurot served as Chief Sales Officer from April 2021 to April 2024. Ms. Faurot transitioned to a non-employee consulting role in April 2024. |

  121. Summary Compensation Table

    | (17) This amount represents the aggregate grant date fair value of RSUs and PSUs granted to Ms. Faurot on March 1, 2024. The amount reported includes the value of PSUs assuming achievement of performance conditions at the highest level. In connection with her transition to a non-employee consulting role in April 2024, Ms. Faurot forfeited all outstanding unvested equity awards, including all equity awards granted in 2024, except for 3,000 RSAs for which vesting was accelerated. |

  122. Summary Compensation Table

    | (18) In accordance with SEC guidance, the amount presented represents the amount that would have been payable to Ms. Faurot under the Annual Incentive Plan for the 2024 performance period. Ms. Faurot was not eligible to receive a payout under the Annual Incentive Plan due to her transition to a non-employee consulting role in April 2024. |

  123. Summary Compensation Table

    | (19) Consists of (i) $593,250 attributable to accelerated vesting of RSAs, (ii) $340,456 paid to Ms. Faurot pursuant to her post-employment Consulting Agreement, (iii) $12,075 in Company contributions to a 401(k) plan for the benefit of Ms. Faurot and (iv) a retainer for a supplemental medical plan. |

  124. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table presents information regarding plan-based awards granted to our NEOs during the year ended December 31, 2024, consisting of equity awards granted under the 2023 LTIP and cash incentive awards under the Annual Incentive Plan.

  125. 2024 Grants of Plan-Based Awards Table

    | Name | Grant Date | Award Type(1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(2) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chad Richison | n/a(3) | AIP | — | 800,000 | 1,600,000 | | | | | | | Craig E. Boelte | n/a(3) | AIP | — | 524,097 | 1,048,194 | | | | | | | | 3/1/2024(4) | RSU | | | | | | | 7,236 | 1,336,851 | | | 3/1/2024(5) | PSU | | | | — | 7,236 | — | | 1,336,851 | | Bradley S. Smith | n/a(3) | AIP | — | 511,228 | 1,022,456 | | | | | | | | 3/1/2024(4) | RSU | | | | | | | 4,522 | 835,440 | | | 3/1/2024(5) | PSU | | | | — | 4,522 | — | | 835,440 | | Randy Peck | n/a(3) | AIP | — | 511,228 | 1,022,456 | | | | | | | | 2/23/2024(6) | RSA | | | | | | | 453 | 83,656 | | | 2/23/2024(7) | PSA | | | | — | 97 | — | | 15,871 | | | 2/23/2024(8) | PSA | | | | — | 97 | — | | 16,521 | | | 5/30/2024(9) | RSA | | | | | | | 37,500 | 5,960,625 | | | 5/30/2024(4) | RSU | | | | | | | 5,243 | 833,375 | | | 5/30/2024(5) | PSU | | | | — | 5,243 | — | | 833,375 | | Amy Vickroy Walker | 2/23/2024(10) | PSA | | | | 1,000 | 3,000 | — | | 554,010 | | | 4/4/2024(11) | PSU | | | | 3,000 | 4,000 | 5,000 | | 791,000 | | | 5/6/2024(12) | RSA | | | | | | | 1,482 | 258,520 | | Jason D. Clark | n/a(3) | AIP | — | 575,000 | 1,150,000 | | | | | | | | 3/1/2024(4) | RSU | | | | | | | 2,714 | 501,412 | | | 3/1/2024(5) | PSU | | | | — | 2,714 | — | | 501,412 | | Chris G. Thomas | n/a(3) | AIP | — | 800,000 | 1,600,000 | | | | | | | | 2/7/2024(13) | RSU | | | | | | | 17,209 | 3,425,107 | | | 2/7/2024(14) | PSU | | | | | 15,000 | | | 2,985,450 | | | 2/7/2024(15) | Stock | | | | | | | 4,104 | 816,819 | | | 3/1/2024(4) | RSU | | | | | | | 7,236 | 1,336,851 | | | 3/1/2024(5) | PSU | | | | — | 7,236 | — | | 1,336,851 | | Holly Faurot | n/a(3) | AIP | — | 497,190 | 994,380 | | | | | | | | 3/1/2024(4) | RSU | | | | | | | 4,522 | 835,440 | | | 3/1/2024(5) | PSU | | | | — | 4,522 | — | | 835,440 |

  126. 2024 Grants of Plan-Based Awards Table

    | (1) Award Type: |

  127. 2024 Grants of Plan-Based Awards Table

    AIP: Annual Incentive Plan PSA: Performance-based or market-based restricted stock award PSU: Performance-based restricted stock unit award RSA: Time-based restricted stock award RSU: Time-based restricted stock unit award Stock: Stock award

  128. 2024 Grants of Plan-Based Awards Table

    | (2) The amounts presented in this column represent the aggregate grant date fair value of PSA, PSU, RSA, RSU and stock awards, as applicable, in each case computed in accordance with ASC 718, excluding the effect of any estimated forfeitures. A discussion of the assumptions used in |

  129. 2024 Grants of Plan-Based Awards Table

    | the calculation of these amounts is included in Note 12, “Stock-Based Compensation” in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 20, 2025. |

  130. 2024 Grants of Plan-Based Awards Table

    | (3) The amounts presented in this row represent possible payout amounts under the Annual Incentive Plan based on the achievement of the performance goals described above in “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” See the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for actual amounts paid to each participating NEO (other than Mr. Thomas and Ms. Faurot) under the Annual Incentive Plan for the 2024 performance period. Mr. Thomas and Ms. Faurot were not eligible to receive payouts under the Annual Incentive Plan because each was no longer employed by the Company as of the end of the performance period. |

  131. 2024 Grants of Plan-Based Awards Table

    | (4) The amounts presented in this row relate to an award of RSUs that vest in three substantially equal tranches on February 5, 2025, February 5, 2026, and February 5, 2027, in each case subject to the NEO’s continued service through the applicable vesting date. Mr. Thomas forfeited this award in connection with his resignation in May 2024. Ms. Faurot forfeited this award in connection with her transition to a non-employee consulting role in April 2024. |

  132. 2024 Grants of Plan-Based Awards Table

    | (5) The amounts presented in this row relate to PSUs that were eligible to vest based on our achievement of a total revenue target for the one-year performance period ended December 31, 2024. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2024 Equity Awards—2024 PSU Awards.” Mr. Thomas forfeited this award in connection with his resignation in May 2024. Ms. Faurot forfeited this award in connection with her transition to a non-employee consulting role in April 2024. |

  133. 2024 Grants of Plan-Based Awards Table

    | (6) The amounts presented in this row relate to RSAs granted to Mr. Peck prior to his appointment as an executive officer, with 97 shares vesting on May 10, 2025, 97 shares vesting on May 10, 2026, 113 shares vesting on May 10, 2027 and 146 shares vesting on May 10, 2028, in each case subject to Mr. Peck’s continued service through the applicable vesting date. |

  134. 2024 Grants of Plan-Based Awards Table

    | (7) The amounts presented in this row relate to PSAs granted to Mr. Peck prior to his appointment as an executive officer, which shares vest if, within eight years of the date of grant, the Company’s stock price (measured based on a trailing weighted average price, which we refer to as “VWAP Value”) equals or exceeds $222 per share, subject to Mr. Peck’s continued service through the vesting date. |

  135. 2024 Grants of Plan-Based Awards Table

    | (8) The amounts presented in this row relate to PSAs granted to Mr. Peck prior to his appointment as an executive officer, which shares will vest if, within eight years of the date of grant, the Company’s VWAP Value equals or exceeds $251 per share, subject to Mr. Peck’s continued service through the vesting date. |

  136. 2024 Grants of Plan-Based Awards Table

    | (9) The amounts presented in this row relate to RSAs granted to Mr. Peck in connection with his appointment as Chief Operating Officer, with 6,375 shares vesting on February 5, 2025, 6,375 shares vesting on February 5, 2026, 6,375 shares vesting on February 5, 2027 and 18,375 shares vesting on February 5, 2028, in each case subject to Mr. Peck’s continued service through the applicable vesting date. |

  137. 2024 Grants of Plan-Based Awards Table

    | (10) Represents PSAs granted to Ms. Walker prior to her appointment as an executive officer. In connection with her appointment as Executive Vice President of Sales, and to better align Ms. Walker’s performance-based equity compensation with that of the other NEOs, the Committee determined to replace this award with a PSU award. Accordingly, these unvested PSAs were cancelled by mutual agreement in April 2024. |

  138. 2024 Grants of Plan-Based Awards Table

    | (11) The amounts presented in this row relate to PSUs that were eligible to vest based on our achievement of total revenue targets for the one-year performance period ended December 31, 2024. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2024 Equity Awards—Amy Vickroy Walker Equity Awards.” |

  139. 2024 Grants of Plan-Based Awards Table

    | (12) The amounts presented in this row relate to RSAs granted to Ms. Walker in recognition of her contributions to the sales organization in her prior role, with 494 shares vesting on each of April 27, 2025, 2026 and 2027, in each case subject to Ms. Walker’s continued service through the applicable vesting date. |

  140. 2024 Grants of Plan-Based Awards Table

    | (13) The amounts presented in this row relate to an award of RSUs granted to Mr. Thomas in connection with his appointment as Co-Chief Executive Officer, with 4,104 RSUs vesting on February 5, 2025, 4,105 RSUs vesting on February 5, 2026, and 9,000 RSUs vesting on February 5, 2027, in each case subject to Mr. Thomas’s continued service through the applicable vesting date. Mr. Thomas forfeited this award in connection with his resignation in May 2024. |

  141. 2024 Grants of Plan-Based Awards Table

    | (14) The amounts presented in this row relate to PSUs that were eligible to vest based on our achievement of a total revenue target for the one-year performance period ended December 31, 2024. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2024 Equity Awards—2024 PSU Awards.” Mr. Thomas forfeited this award in connection with his resignation in May 2024. |

  142. 2024 Grants of Plan-Based Awards Table

    | (15) The amounts presented in this row relate to an award of immediately vested shares of Common Stock granted to Mr. Thomas in connection with his appointment as Co-Chief Executive Officer. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2024 Equity Awards—Chris G. Thomas Equity Awards.” |

  143. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    2024 Outstanding Equity Awards At Fiscal Year-End Table The following table lists all of the outstanding equity awards held by each of the NEOs on December 31, 2024 and provides the value of such equity awards based on the fair market value of our Common Stock as of December 31, 2024.

  144. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | | Stock Awards(1) | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | Vesting Terms | | Craig E. Boelte | 33,000 | 6,764,010 | | | (3) | | | 9,445 | 1,935,942 | | | (4) | | Bradley S. Smith | 33,000 | 6,764,010 | | | (3) | | | 5,902 | 1,209,733 | | | (5) | | Randy Peck | 39,955 | 8,189,576 | | | (6) | | | 5,243 | 1,074,658 | | | (7) | | | | | 97 | 19,882 | (8) | | Amy Vickroy Walker | 8,424 | 1,726,667 | | | (9) | | | | | 992 | 203,330 | (10) | | Jason D. Clark | 33,000 | 6,764,010 | | | (3) | | | 2,714 | 556,289 | | | (7) |

  145. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (1) Mr. Richison, Mr. Thomas and Ms. Faurot did not hold any outstanding equity awards as of December 31, 2024. |

  146. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (2) The amounts shown in this column reflect the value of RSAs, RSUs, or PSAs calculated by multiplying (i) the number of unvested RSAs or shares deliverable upon vesting and conversion of RSUs by (ii) the closing price of our Common Stock on the NYSE on December 31, 2024, which was $204.97 per share. |

  147. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (3) The amounts presented in this row relate to RSAs that vested or will vest as follows, in each case subject to the NEO’s continued service through the applicable vesting date: (i) 7,000 shares on February 5, 2025; (ii) 7,000 shares on February 5, 2026; and (iii) 19,000 shares on February 5, 2027. |

  148. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (4) The amounts presented in this row relate to RSUs that vested or would have vested (but for Mr. Boelte’s retirement in February 2025) as follows: (i) 3,516 RSUs on February 5, 2025; (ii) 3,517 RSUs on February 5, 2026; and (iii) 2,412 RSUs on February 5, 2027. |

  149. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (5) The amounts presented in this row relate to RSUs that vested or will vest as follows, in each case subject to Mr. Smith’s continued service through the applicable vesting date: (i) 2,197 RSUs on February 5, 2025; (ii) 2,197 RSUs on February 5, 2026; and (iii) 1,508 RSUs on February 5, 2027. |

  150. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (6) The amounts presented in this row relate to RSAs that vested or will vest as follows, in each case subject to Mr. Peck’s continued service through the applicable vesting date: (i) 6,375 shares on February 5, 2025; (ii) 764 shares on May 10, 2025; (iii) 6,375 shares on February 5, 2026; (iv) 764 shares on May 10, 2026; (v) 6,375 shares on February 5, 2027; (vi) 781 shares on May 10, 2027, (vii) 18,375 shares on February 5, 2028; and (viii) 146 shares on May 10, 2028. |

  151. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (7) The amounts presented in this row relate to RSUs that vested or will vest in three substantially equal tranches on February 5, 2025, February 5, 2026, and February 5, 2027, in each case subject to the NEO’s continued service through the applicable vesting date. |

  152. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (8) The amounts presented in this row relate to PSAs that will vest if, within eight years of the date of grant, the Company’s VWAP Value equals or exceeds the $251 per share, subject to Mr. Peck’s continued service through the applicable vesting date. |

  153. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (9) The amounts presented in this row relate to RSAs that vested or will vest as follows, in each case subject to Ms. Walker’s continued service through the applicable vesting date: (i) 1,666 shares on February 25, 2025; (ii) 778 shares on April 27, 2025; (iii) 866 shares on May 10, 2025; (iv) 1,666 shares on February 25, 2026; (v) 778 shares on April 27, 2026; (vi) 508 shares on May 10, 2026; (vii) 1,668 shares on February 5, 2027; and (viii) 494 shares on April 27, 2027. |

  154. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | (10) The amounts presented in this row relate to PSAs that will vest if, within eight years of the date of grant, the Company’s VWAP Value equals or exceeds the amounts set forth below, in each case subject to Ms. Walker’s continued service through the applicable vesting date: |

  155. 2024 Outstanding Equity Awards At Fiscal Year-End Table

    | Grant Date | Number of Shares | VWAP Value | | 2/5/2021 | 315 | $600 | | 2/2/2022 | 338 | $484 | | 2/2/2022 | 339 | $559 |

  156. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table The following table sets forth a summary of the equity awards that vested during the year ended December 31, 2024 for each of the NEOs.

  157. 2024 Option Exercises and Stock Vested Table

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Chad Richison | — | — | | Craig E. Boelte | 15,340 | 3,057,203(2) | | Bradley S. Smith | 12,212 | 2,420,503(2) | | Randy Peck | 6,007 | 1,213,103(2) | | Amy Vickroy Walker | 5,358 | 1,059,730(2) | | Jason D. Clark | 10,503 | 2,051,828(2) | | Chris G. Thomas | 11,203 | 2,120,102(2) | | Holly Faurot | 10,690 | 2,086,879(2) |

  158. 2024 Option Exercises and Stock Vested Table

    | (1) The amounts presented represent the gross number of shares acquired and value received upon the vesting of RSAs, PSAs, RSUs, and PSUs, without reduction for the number of shares withheld to pay applicable withholding taxes. |

  159. 2024 Option Exercises and Stock Vested Table

    | (2) This amount reflects (i) the value of RSAs and PSAs, as applicable, calculated by multiplying the number of shares that vested by the closing price of our Common Stock on the NYSE on the date of vesting, plus (ii) the value of shares delivered upon vesting and settlement of RSUs, if any, calculated by multiplying the number of RSUs that vested by the closing price of our Common Stock on the NYSE on December 31, 2024, plus (iii) the value of shares delivered upon vesting and settlement of PSUs, calculated by multiplying the number of shares earned by the closing price of our Common Stock on the NYSE on December 31, 2024. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2024 Equity Awards—2024 PSU Awards.” |

  160. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The table below presents the estimated value of payments and benefits that each NEO would have been entitled to receive if the specified triggering event had occurred on December 31, 2024. Amounts presented for the vesting of equity awards are calculated based on the closing price of our Common Stock on the NYSE on December 31, 2024, which was $204.97 per share.

  161. Potential Payments upon Termination or Change in Control

    | Name | Benefit | Death/Disability ($) | Change in Control ($) | Termination Without Cause or by NEO for Good Reason ($) | | Chad Richison | Salary continuation | — | — | 832,000(1) | | | Annual Incentive Plan bonus | 1,504,882(2) | 1,504,882(3) | 1,504,882(4) | | | Continuation of benefits | — | — | 1,149,892(5) | | | Total | 1,504,882 | 1,504,882 | 3,486,774 | | Craig E. Boelte(6) | Salary continuation | — | — | 545,061(1) | | | Annual Incentive Plan bonus | 985,880(2) | 985,880(3) | 985,880(4) | | | Continuation of benefits | — | — | 9,546(7) | | | Vesting of PSUs | 5,550,178(8) | 1,483,163(9) | 1,483,163(10) | | | Vesting of RSAs/RSUs | 8,699,952(11) | —(12) | —(13) | | | Total | 15,236,010 | 2,469,043 | 3,023,650 | | Bradley S. Smith | Annual Incentive Plan bonus | 460,105(2) | 460,105(3) | 460,105(4) | | | Vesting of PSUs | 2,209,987(8) | 926,874(9) | 926,874(10) | | | Vesting of RSAs/RSUs | 7,973,743(11) | —(12) | —(13) | | | Total | 10,643,835 | 1,386,979 | 1,386,979 | | Randy Peck | Annual Incentive Plan bonus | 460,105(2) | 460,105(3) | 460,105(4) | | | Vesting of non-executive equity awards | 523,083(11) | —(12) | —(13) | | | Vesting of PSUs | 1,074,658(8) | 1,074,658(9) | 1,074,658(10) | | | Vesting of RSAs/RSUs | 8,761,03311) | —(12) | —(13) | | | Total | 10,818,879 | 1,534,763 | 1,534,763 | | Amy Vickroy Walker | Vesting of non-executive equity awards | 1,626,232(11) | —(12) | —(13) | | | Vesting of PSUs | 819,880(8) | 819,880(9) | 819,880(10) | | | Vesting of RSAs | 303,766(11) | —(12) | —(13) | | | Total | 2,749,878 | 819,880 | 819,880 | | Jason D. Clark | Annual Incentive Plan bonus | 1,081,634(2) | 1,081,634(3) | 1,081,634(4) | | | Vesting of PSUs | 556,289(8) | 556,289(9) | 556,289(10) | | | Vesting of RSAs/RSUs | 7,320,299(11) | —(12) | —(13) | | | Total | 8,958,222 | 1,637,923 | 1,637,923 | | Chris G. Thomas(14) | Severance benefits | — | — | 812,876 | | | Accelerated vesting of RSAs | — | — | 327,180 | | | Total | — | — | 1,140,056 | | Holly Faurot(15) | Consulting agreement | — | — | 340,456 | | | Accelerated vesting of RSAs | — | — | 593,250 | | | Total | — | — | 933,706 |

  162. Potential Payments upon Termination or Change in Control

    | (1) The amount presented represents the aggregate amount payable for continuation of base salary for 12 months following the date of termination of employment, per the terms of the NEO’s employment agreement. |

  163. Potential Payments upon Termination or Change in Control

    | (2) The Annual Incentive Plan provides that upon death or disability during a performance period, the Compensation Committee may, in its sole discretion, pay the participant a pro-rated amount of the incentive compensation that would have been payable to such participant if he or she had remained employed, based on the number of days worked during the performance period. The amount presented reflects the assumption that (i) the termination of service due to death or disability occurred on December 31, 2024 and, as such, the payment would not be subject to such Compensation Committee discretion, and (ii) the participant would have been entitled to the amount of incentive compensation payable based on actual results for the 2024 performance period. See “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” |

  164. Potential Payments upon Termination or Change in Control

    | (3) The Annual Incentive Plan provides that in the event of a change in control (as defined in the Annual Incentive Plan), we must make a lump-sum cash payment to each participant equal to a pro-rated amount of the incentive compensation payable to such participant, calculated by multiplying the amount payable for target achievement by the percentage of the performance period completed prior to the change in control. The amount presented reflects the assumption that (i) the change in control occurred on December 31, 2024 and, as such, the payment would not be subject to such pro-ration, and (ii) the participant would have been entitled to the amount of incentive compensation payable based on actual results for the 2024 performance period. See “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” |

  165. Potential Payments upon Termination or Change in Control

    | (4) The Annual Incentive Plan provides that if a participant’s employment is terminated during a performance period for any reason other than death or disability, the participant will immediately forfeit any right to receive any incentive compensation for such performance period. If the termination of employment occurs after the performance period has ended but prior to the date of actual payment, the participant will be entitled to payment of an amount not to exceed the amount set forth according to the terms of his or her award. The amount presented reflects the assumption that the triggering event occurred on December 31, 2024, which is the end of the performance period, and, as such, the participant would have been entitled to the amount of incentive compensation payable based on actual results for the 2024 performance period. See “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” |

  166. Potential Payments upon Termination or Change in Control

    | (5) The amount presented represents (i) the aggregate amount payable for continuation of health insurance benefits for 12 months following the date of termination of employment ($13,478), plus (ii) the aggregate amount payable for Mr. Richison’s personal security for a period of two years following his termination ($1,136,414, based on amounts paid in 2024), per the terms of Mr. Richison’s employment agreement. |

  167. Potential Payments upon Termination or Change in Control

    | (6) In connection with Mr. Boelte’s retirement on February 21, 2025, all unvested equity awards were forfeited in accordance with the terms of the applicable award agreements. |

  168. Potential Payments upon Termination or Change in Control

    | (7) The amount presented represents the aggregate amount payable for continuation of health insurance benefits for 12 months following the date of termination of employment, per the terms of Mr. Boelte’s employment agreement. |

  169. Potential Payments upon Termination or Change in Control

    | (8) The PSU award agreements provide that the vesting of the PSUs will accelerate at target performance upon the NEO’s death or total and permanent disability (as defined in the 2014 LTIP or 2023 LTIP, as applicable). |

  170. Potential Payments upon Termination or Change in Control

    | (9) The PSU award agreements provide that unvested PSUs will remain outstanding in connection with a change in control, absent a subsequent termination of service. If the NEO is terminated without cause (as defined in the applicable award agreement) or the NEO terminates his or her employment for good reason (as defined in the applicable award agreement) in connection with or during the 12-month period following the consummation of a change in control but prior to the applicable vesting date, (i) the 2022 PSUs will vest based on the greater of: (x) the target performance level for Relative TSR (i.e., 100% of the target units), or (y) the actual Relative TSR of the Company against the peer group through the date of the change in control, and (ii) the 2024 PSUs will become fully vested as of the date of such termination of service. Pursuant to the 2023 LTIP, if the 2024 PSUs are not assumed in connection with a change in control, all outstanding 2024 PSUs will vest in connection with such change in control, as follows: (i) if the payout level has been determined (or is determinable) as of such change in control, such award shall be payable in full in accordance with the payout schedule set forth in the award agreement; and (ii) if the payout level is undeterminable, the award shall be pro-rated based on the time elapsed in the applicable performance period between the date of grant and the change in control and paid at the target payout level in accordance with the payout schedule set forth in the award agreement. Given the assumption that the triggering event occurred on December 31, 2024, the amount presented reflects (i) the value of shares delivered upon vesting of the second tranche of the 2022 PSUs based on actual achievement for the three-year performance period ended December 31, 2024 (0% payout) and (ii) with respect to 2024 PSUs, the value of shares delivered based on actual achievement for the performance period ended December 31, 2024. |

  171. Potential Payments upon Termination or Change in Control

    | (10) The PSU award agreements provide that if the NEO is terminated without cause (as defined in the applicable award agreement) or the NEO terminates his or her employment for good reason (as defined in the applicable award agreement), the PSUs shall remain outstanding and eligible for vesting based on the actual achievement of the applicable performance goals, and pro-rated based on a fraction, determined by the number of completed days of service from the date of grant through the date of the NEO’s termination of service over the total number of days in the performance period. Given the assumption that the triggering event occurred on December 31, 2024, the amount presented reflects (i) the value of shares delivered upon vesting of the second tranche of the 2022 PSUs based on actual achievement for the three-year performance period ended December 31, 2024 (0% payout) and (ii) with respect to 2024 PSUs, the value of shares delivered based on actual achievement for the performance period ended December 31, 2024. |

  172. Potential Payments upon Termination or Change in Control

    | (11) The applicable award agreements provide that unvested RSAs, unvested PSAs or unvested RSUs, as applicable, vest 100% upon the participant’s death or termination of service as a result of total and permanent disability (as defined in the applicable award agreement). The restricted stock award agreements governing the terms of awards granted to Mr. Peck and Ms. Walker prior to their respective appointments as executive officers provide that if at any time during the period beginning on the date of termination and ending on the 60th day following the third anniversary of the termination, the Company determines that the participant breached certain non-solicitation, non-competition, non-disparagement and confidentiality restrictions in the agreement, all RSAs and PSAs (whether or not vested and whether then held by the participant) shall be subject to certain forfeiture and clawback provisions. |

  173. Potential Payments upon Termination or Change in Control

    | (12) Upon a change in control (as defined in the 2014 LTIP or 2023 LTIP, as applicable), (i) the awards will continue in accordance with their terms if they are assumed by the surviving entity (or if the Company is the surviving entity) and (ii) 100% of the RSAs, PSAs or RSUs not previously vested will vest if the award is not assumed by the surviving entity. For purposes of this table, we have assumed that the surviving entity will assume the obligations under the equity award and, as a result, the award will remain outstanding and subject to vesting in accordance with its terms. |

  174. Potential Payments upon Termination or Change in Control

    | (13) All unvested RSAs, unvested PSAs or unvested RSUs, as applicable, would be forfeited on the date of a termination of service without cause or by the NEO for good reason. |

  175. Potential Payments upon Termination or Change in Control

    | (14) On May 29, 2024, the Company and Mr. Thomas entered into the Severance Agreement pursuant to which, among other things, (i) Mr. Thomas was paid cash severance of $812,876, less applicable withholdings and taxes, which amount represented 12 months of Mr. Thomas’s base salary and the cost of 12 months of coverage pursuant to COBRA, and (ii) the vesting of 2,000 RSAs was accelerated. See “Employment Agreements and Arrangements—Other Arrangements.” |

  176. Potential Payments upon Termination or Change in Control

    | (15) In April 2024, Ms. Faurot transitioned to a non-employee consulting role. In connection with this transition, Ms. Faurot entered into (i) the Faurot Consulting Agreement, pursuant to which Ms. Faurot provides Paycom Payroll with her client success expertise and knowledge, and general business consulting, and is paid $42,557 per month, and (ii) the Release Agreement, pursuant to which the vesting of 3,000 RSAs was accelerated. See “Employment Agreements and Arrangements—Other Arrangements.” |

  177. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding the compensation paid to our NEOs for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020 and certain measures of Company performance for such periods.

  178. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 (1) ($) | Summary Compensation Table Total for PEO 2 (1) ($) | Compensation Actually Paid to PEO 1 (2) ($) | Compensation Actually Paid to PEO 2 (2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (3) ($) | Average Compensation Actually Paid to Non-PEO NEOs (2)(3) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Adjusted EBITDA (6) ($) | Revenue ($) | | | | | | | | | Company TSR (4) ($) | Peer Group TSR (5) ($) | | | | | 2024 | 3,454,117 | 12,088,037 | (65,630,983) | (1,049,574) | 4,104,572 | 2,664,852 | 78.42 | 221.30 | 502,007,687 | 775,442,119 | 1,883,150,778 | | 2023 | 3,118,606 | — | (110,909,644) | — | 13,564,401 | 5,935,253 | 78.45 | 191.27 | 340,787,923 | 719,302,774 | 1,693,673,771 | | 2022 | 3,138,418 | — | (149,491,892) | — | 4,755,734 | 2,468,497 | 117.20 | 126.96 | 281,389,330 | 579,711,116 | 1,375,217,646 | | 2021 | 2,958,410 | — | 62,994,260 | — | 7,891,945 | 3,323,073 | 156.82 | 172.32 | 195,960,264 | 419,286,728 | 1,055,523,820 | | 2020 | 211,131,206 | | 352,618,181 | — | 6,724,389 | 15,808,464 | 170.82 | 135.28 | 143,453,418 | 330,816,302 | 841,434,039 |

  179. Pay Versus Performance

    | (1) “PEO 1” is Chad Richison. “PEO 2” is Chris G. Thomas. Messrs. Richison and Thomas served as Co-Chief Executive Officers, or Co-PEOs, from February 7, 2024 to May 29, 2024. Mr. Richison was the sole PEO for 2023, 2022, 2021 and 2020. Mr. Thomas was a non-PEO NEO for 2023. |

  180. Pay Versus Performance

    | (2) The amounts reported in this column represent “compensation actually paid” to Mr. Richison, Mr. Thomas and the other NEOs (on average), as applicable, as calculated in accordance with Item 402(v) of Regulation S-K. To determine the “compensation actually paid”, the amounts reported in the “Total” column of the Summary Compensation Table for 2024 were adjusted as follows: |

  181. Pay Versus Performance

    | | 2024 | | | | | PEO 1 | PEO 2 | Non-PEO NEOs (average) | | Summary Compensation Table Total ($) | 3,454,117 | 12,088,037 | 4,104,572 | | Adjustments | | | | | Stock/Unit Awards ($) | — | (9,901,078) | (2,727,539) | | Fair Value of Equity Awards ($) | | | | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | — | — | 2,741,058 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year ($) | — | — | (229,562) | | Change in Fair Value of Prior Year Equity Awards Vested in the Covered Year ($) | — | (164,222) | (87,770) | | Fair Value on Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) | — | 816,819 | 3,799 | | Change in Fair Value of Awards Granted in Prior Years that Failed to Vest | (69,085,100) | (3,889,130) | (1,139,706) | | Total Adjustments for Fair Value of Equity Awards ($) | (69,085,100) | (3,236,533) | 1,287,819 | | Compensation Actually Paid ($) | (65,630,983) | (1,049,574) | 2,664,852 |

  182. Pay Versus Performance

    Equity awards granted to our PEOs and other NEOs during 2024 included (i) RSAs, (ii) RSUs, (iii) PSAs, with vesting tied to the achievement of a specified VWAP Value, and (iv) PSUs with vesting tied to achievement of total revenue performance goals. To estimate the fair value of the PSAs, we considered the historical performance for the Company over the realized performance period, and then simulated the stock prices for the Company over the remaining performance period. We considered the risk-free rates as of the measurement dates and the equity volatilities for the Company as of the measurement dates using an approach consistent with the grant date fair value analysis.

  183. Pay Versus Performance

    | (3) For 2024, the non-PEO NEOs were Mr. Boelte, Mr. Smith, Mr. Peck, Ms. Walker, Mr. Clark and Ms. Faurot. For 2023, the non-PEO NEOs were Messrs. Boelte, Thomas, Smith and Clark and Ms. Faurot. For 2022, the non-PEO NEOs were Messrs. Boelte and Smith, Jon Evans, Justin Long and Ms. Faurot. For 2021, the non-PEO NEOs were Messrs. Boelte, Smith and Evans, Jeff York and Ms. Faurot. For 2020, the non-PEO NEOs were Messrs. Boelte, Smith, Evans and York. The amounts reported in this column represent the average of the amounts reported in the “Total” column of the Summary Compensation Table for the non-PEO NEOs in the applicable year. |

  184. Pay Versus Performance

    | (4) The amounts reported in this column reflect the Company’s cumulative TSR as of December 31 of each year presented, assuming an initial fixed $100 investment on December 31, 2019. |

  185. Pay Versus Performance

    | (5) The amounts reported in this column reflect the cumulative TSR of the S&P 500 Software & Services Index as of December 31 of each year presented, assuming an initial fixed $100 investment on December 31, 2019. |

  186. Pay Versus Performance

    | (6) We define adjusted EBITDA as net income plus interest expense, taxes, depreciation and amortization, non-cash stock-based compensation expense, certain transaction expenses that are not core to our operations (if any), the change in fair value of our interest rate swap (if any) and loss on the extinguishment of debt (if any). |

  187. Pay Versus Performance

    The following chart shows, for the years ended December 31, 2020, 2021, 2022, 2023 and 2024, the relationship between (i) the compensation actually paid to our PEO(s) and the compensation actually paid, on average, to our other NEOs, and (ii) each of (x) our cumulative TSR and (y) the cumulative TSR of the peer group: The following chart shows, for the years ended December 31, 2020, 2021, 2022, 2023 and 2024, the relationship between (i) the compensation actually paid to our PEO(s) and the compensation actually paid, on average, to our other NEOs, and (ii) each of (x) our net income, (y) our adjusted EBITDA and (z) our revenue: The following table contains the most important financial measures used to link executive compensation actually paid, for the year ended December 31, 2024, to the Company’s performance.

  188. Pay Versus Performance

    | Most Important Financial Performance Measures | | Revenue | | Adjusted EBITDA | | Annual Revenue Retention Rate |

  189. 2024 Pay Ratio Disclosure

    2024 Pay Ratio Disclosure

  190. CEO Pay Ratios

    CEO Pay Ratios As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K, we are providing the following information about the relationship of the 2024 annual total compensation of our median employee, on the one hand, and the 2024 annual total compensation of Mr. Richison, our Chief Executive Officer, and Mr. Thomas, our former Co-Chief Executive Officer, on the other hand. The pay ratios are reasonable estimates calculated in accordance with applicable SEC disclosure rules. Because of the estimates and adjustments that may be included in each company’s methodology, pay ratio disclosures may involve a degree of imprecision, and the pay ratios reported by other companies are unlikely to be relevant or meaningful for purposes of comparison to our pay ratio disclosure. Using the methodology described below, we determined that the median employee was a full-time, salaried employee. The median employee’s annual total compensation was $81,644 in 2024. The annual total compensation of Mr. Richison was $3,454,117 in 2024 and the annual total compensation of Mr. Thomas was $12,088,037 in 2024. Based on this information, (i) the 2024 ratio of annual total compensation of Mr. Richison to the median annual total compensation of all employees was 42 to 1 and (ii) the 2024 ratio of annual total compensation of Mr. Thomas to the median annual total compensation of all employees was 148 to 1.

  191. How many votes are required to elect the Class III directors (Proposal 1)?

    How many votes are required to elect the Class III directors (Proposal 1)? Pursuant to our Amended and Restated Bylaws, directors are elected by a majority of the votes cast at any meeting for the election of directors at which a quorum is present, which means that the number of shares voted “for” a nominee’s election exceeds the number of shares voted “against” such nominee’s election. Abstentions and broker non-votes are not counted as votes cast either “for” or “against” a nominee’s election. Any incumbent director who fails to receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee would then make a recommendation to the Board of Directors about whether to accept the resignation. The Board of Directors would consider and act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, within 90 days following certification of the stockholder vote, and thereafter would promptly disclose its decision whether to accept the director’s tendered resignation (and, if applicable, the reasons for rejecting the resignation) in a press release.