DEF 14A of Paycom Software, Inc., Apr 2, 2026

DEF 14A of Paycom Software, Inc.

Filed Apr 2, 2026 · FY20250001193125-26-140064

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

    | Sharen J. Turney INDEPENDENT DIRECTOR SINCE: 2021 CLASS: I AGE: 69 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, marketing and supply chain, and product development. | | | › | 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 Marks & Spencer (London), Cosmo Lady (China) and Clovia (India). | | | › | Risk Management – acquired significant expertise through decades of leadership experience through overseeing complex organization with global presence, including business operations, sourcing, supply chain, and strategic planning. | | | 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) BOARD OF TRUSTEES FOR THE UNIVERSITY OF OKLAHOMA FOUNDATION (since 2000) | |

  3. Director Skills, Experience and Background

    | J.C. Watts, Jr. INDEPENDENT DIRECTOR SINCE: 2016 CLASS: I AGE: 68 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) | | | 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) | |

  4. Director Skills, Experience and Background

    The biographies of the continuing directors are as follows:

  5. Director Skills, Experience and Background

    | Henry C. Duques INDEPENDENT DIRECTOR SINCE: 2016 CLASS: III AGE: 82 COMMITTEES: › Audit › Nominating and Corporate Governance 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) | |

  6. Director Skills, Experience and Background

    | Chad Richison CHIEF EXECUTIVE OFFICER AND CHAIRMAN CLASS: III CHAIRMAN SINCE: 2016 DIRECTOR SINCE: 1998 AGE: 55 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 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 of 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 and Chairman (since 2026) | | | › | Chief Executive Officer, President and Chairman (2016-2026) | | | › | Chief Executive Officer and President (1998-2016) |

  7. Director Skills, Experience and Background

    | Joseph L. Binz INDEPENDENT DIRECTOR SINCE: 2024 CLASS: II AGE: 58 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. | | | › | 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 at Atlassian and in senior management 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 (2022-2026) | | | MICROSOFT, a multinational technology conglomerate | | | | › | Corporate Vice President, Chief Financial Officer, Corporate 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) |

  8. Director Skills, Experience and Background

    | Frederick C. Peters II LEAD INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR SINCE: 2014 CLASS: II AGE: 76 COMMITTEES: › Audit (Chairperson) › Compensation 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 Chairman 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 (since 2015) | | | › | CEO (2015-2026) | | | 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 | |

  9. Director Skills, Experience and Background

    | 83% Independence 5 Independent 1 Non-Independent | 40% Board Leadership Diversity 40% of Board leadership roles held by diverse directors based on gender or race/ethnicity | Tenure 17% of directors: 0-3 years 50% of directors: 4-9 years 33% of directors: 10+ years |

  10. 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.

  11. Director Compensation

    Director Compensation

  12. Director Compensation in 2025

    Director Compensation in 2025 In 2025, 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 $250,000 (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.

  13. Director Compensation in 2025

    | Recipient(s) | 2025 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 |

  14. Director Compensation in 2025

    With respect to Director Equity Compensation, the RSAs were granted on the date of the 2025 annual meeting of stockholders and are scheduled to cliff-vest on the seventh (7th) day following the first (1st) anniversary of the 2025 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 2025. Because Mr. Richison is an employee of the Company, he did not receive additional compensation for his service as a director in 2025 (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 2025. Ms. Williams retired from the Board of Directors and the committees on which she served effective September 16, 2025. Due to her decision to pursue other professional opportunities, Ms. Vemulapalli resigned from the Board of Directors and the committees on which she served effective March 31, 2026. 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.

  15. Director Compensation in 2025

    | | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Current Non-Employee Directors | | | | | Joseph L. Binz | 90,000(3) | 249,781 | 339,781 | | Henry C. Duques | 95,000(4) | 249,781 | 344,781 | | Frederick C. Peters II | 136,750(5) | 249,781 | 386,531 | | Sharen J. Turney | 103,000(6) | 249,781 | 352,781 | | J.C. Watts, Jr. | 108,000(7) | 249,781 | 357,781 | | Former Non-Employee Directors | | | | | Archana Vemulapalli | 90,000(8) | 249,781 | 339,781 | | Felicia Williams | 86,250(9) | 249,781 | 336,031 |

  16. Director Compensation in 2025

    | (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 11, “Stock-Based Compensation” in the annual consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”) filed with the SEC on February 19, 2026. 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. |

  17. Director Compensation in 2025

    | (2) As of December 31, 2025, each then-serving non-employee director held 1,099 unvested RSAs. Each of Mses. Williams and Vemulapalli forfeited all unvested RSAs upon leaving the Board of Directors. |

  18. Director Compensation in 2025

    | (3) Represents the aggregate Director Cash Compensation paid to Mr. Binz for his service as a director and a member of the Audit Committee for the entire year. |

  19. Director Compensation in 2025

    | (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 Nominating and Corporate Governance Committee from May 5, 2025 through the end of the year. |

  20. Director Compensation in 2025

    | (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 Compensation Committee for the entire year, (ii) a member of the Nominating and Corporate Governance Committee from January 1, 2025 to May 5, 2025, (iii) a member of the Audit Committee from January 1, 2025 to September 16, 2025 and (iv) the chairperson of the Audit Committee from September 16, 2025 through the end of the year. |

  21. Director Compensation in 2025

    | (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. |

  22. Director Compensation in 2025

    | (7) 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. |

  23. Director Compensation in 2025

    | (8) Represents the aggregate Director Cash Compensation paid to Ms. Vemulapalli for her service as a director and a member of the Audit Committee for the entire year. |

  24. Director Compensation in 2025

    | (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 until her retirement on September 16, 2025. |

  25. Vote Required

    | Chad Richison | | | | Chad Richison, 55, has served as our Chief Executive Officer since he founded Paycom in 1998 (including as Co-Chief Executive Officer and President from February 2024 to May 2024 and Chief Executive Officer and President from 1998 to February 2024 and May 2024 to February 2026). 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. |

  26. Vote Required

    | Shane Hadlock | | | | Shane Hadlock, 51, has served as the Company’s President and Chief Client Officer since February 2026. Mr. Hadlock previously served as the Company’s Chief Client Officer from October 2024 to August 2025 and as the Company’s Chief Client Officer and Chief Technology Officer from August 2025 to February 2026. He works with groups across the Company, including operations, implementation and IT, and has more than 30 years of technology experience, including nearly 14 years at the Company. Mr. Hadlock served as the Company’s Executive Vice President of Information Technology and Information Security from May 2018 to October 2024, following six years as the Company’s Director of IT. Before joining the Company, he served for 10 years in a number of leadership roles at Hertz. He earned his bachelor’s degree in computer science and a Master of Business Administration at the University of Central Oklahoma. |

  27. Vote Required

    | Robert D. Foster | | | | Robert D. Foster, 64, 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. |

  28. Vote Required

    | Jeffrey D. York | | | | Jeffrey D. York, 58, has served as our Chief Sales Officer since January 2026, returning to the role he held from 2007 to April 2021. Mr. York served as the Company’s Leadership Strategist from April 2021 to January 2026. Mr. York opened our Dallas location in 2002 prior to joining our corporate executive team. Before joining Paycom, Mr. York was employed by ADP from 1990 to 2002 where he held a variety of sales management positions including Vice President of Sales for the Major Accounts Division. Mr. York earned his M.B.A. from Baylor University and his bachelor’s degree in business administration from Texas Tech University. |

  29. Vote Required

    | Randy Peck | | | | Randy Peck, 61, 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 35 years of management experience in the payroll and HCM space. He earned his bachelor’s degree in finance from Oklahoma State University. |

  30. Vote Required

    President. | | (2) Mr. Hadlock was appointed to serve as Chief Client Officer and Chief Technology Officer, effective August 18, 2025. On February 18, 2026, Mr. Hadlock was appointed to serve as President. As of the date of this proxy statement, his title is President and Chief Cl

  31. Vote Required

    nt Officer. | | (3) Mr. Foster was appointed to serve as Chief Financial Officer, effective Febr

  32. Vote Required

    om Payroll”). | | (5) Mr. Boelte retired from the Company effective Fe

  33. Vote Required

    uary 21, 2025. | | (6) Ms. Walker was promoted to serve as Chief Sales Officer, effective April 2, 2025. Ms. Walker transitioned to a non-employee consulting role

  34. Compensation Philosophy

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

  35. Role of Compensation Consultant

    Role of Compensation Consultant In 2025, 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 the Company in 2025 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 2025 did not raise any conflicts of interest.

  36. 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.

  37. 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, the Committee transitioned to reviewing, approving and implementing any annual executive officer salary changes in the first quarter of each year to better align salary actions with the timing of other executive compensation determinations. 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.

  38. Peer Group Data

    Peer Group Data The Committee uses peer group data as a reference point in designing our executive compensation programs and setting compensation levels. The Committee does not use peer group data as a determinative factor, but rather an external benchmark to ensure our executive compensation programs are reasonable and competitive. For purposes of setting target compensation for 2025, the Committee used the peer group identified below. The peer group remained largely unchanged from the prior year, except for the removal of Ebix, Inc. and Splunk Inc. following their acquisition in 2024. To maintain a balanced peer group composition, the Committee approved the addition of two application software companies, Informatica Inc. and Procore Technologies, Inc. The companies in the peer group were selected based on several criteria, including 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. The Committee, with the assistance of its independent compensation consultant, reviews the appropriateness of the peer group annually using data from the trailing 12-month period preceding each annual peer group review. When the Committee selected the peer group for 2025 in December 2024, the resulting peer group consisted of 19 software companies, with median revenues of $2.1 billion and median market capitalization of $15.6 billion.

  39. Peer Group Data

    | 2025 Peer Group | | | ANSYS, Inc.(1) | HubSpot, Inc. | | Aspen Technologies, Inc.(1) | Informatica Inc. (New)(1) | | Blackbaud, Inc. | Okta, Inc. | | CoStar Group, Inc. | Paylocity Holding Corporation | | Datadog, Inc. | Procore Technologies, Inc. (New) | | Dayforce Inc.(1) | PTC Inc. | | DocuSign, Inc. | RingCentral, Inc. | | Dynatrace, Inc. | The Trade Desk, Inc. | | Fair Isaac Corporation | Tyler Technologies, Inc. | | Guidewire Software, Inc. | |

  40. Peer Group Data

    | (1) Aspen Technologies, Inc. was acquired by Emerson Electric in March 2025; ANSYS, Inc. was acquired by Synopsys Inc. in July 2025; Dayforce Inc. was taken private in February 2026; Informatica Inc. was acquired by Salesforce, Inc. in November 2025. |

  41. 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.

  42. 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 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 2025, with changes effective in February 2025. The table below provides information regarding the base salary f

  43. Base Salary

    each of our NEOs. | Name | Prior Base Salary ($) | 2025 Base Salary ($) | % Change | | Chad Richison | 832,000 | 865,280 | 4% | | Shane Hadlock(1) | — | 550,000 | — | | Robert D. Foster(2) | — | 566,800 | — | | Randy Peck | 511,228 | 531,677 | 4% | | Bradley S. Smith | 531,667 | 552,944 | 4% | | Craig E. Boelte(3) | 545,061 | — | — | | Amy Vickroy Walker | 517,

  44. Base Salary

    0 | 537,680 | 4% | | (1) Mr. Hadlock was not an NEO in 2024. In connection with his appointment as Chief Client Officer and Chief Technology Officer on August 18, 2025, Mr. Hadlock’s base salary was increased to $550,000. In connection with Mr. Hadlock’s subsequent promotion in February 2026, his base salary was inc

  45. Base Salary

    ased to $700,000. | | (2) Mr. Foster was not an NEO in 2024. In connection with his appointment as Chief Financial Officer on February 21, 2025, Mr. Foster’s base salary was in

  46. Base Salary

    eased to $566,800. | | (3) Mr. Boelte retired from the Company effecti

  47. Annual Incentive Plan

    Annual Incentive Plan

  48. Overview

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

  49. Overview

    The Annual Incentive Plan is administered by the Committee. For each performance period, the Committee must approve the participant’s eligibility to receive annual incentive awards and select the performance metrics, goals and corresponding payout levels for each participant. Payouts under the Annual Incentive Plan and perquisites 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 or adjusted EBITDA.

  50. 2025 Annual Incentive Targets

    2025 Annual Incentive Targets For 2025, the Committee approved annual incentive target opportunities for each NEO as shown below.

  51. 2025 Annual Incentive Targets

    | Name(1) | Target Annual Incentive (% of Base Salary) | Target Annual Incentive ($) | | Chad Richison | 100% | 865,280 | | Robert D. Foster | 100% | 566,800 | | Randy Peck | 100% | 531,677 | | Bradley S. Smith(2) | 100% | 552,944 | | Amy Vickroy Walker | 100% | 537,680 |

  52. 2025 Annual Incentive Targets

    | (1) In light of Mr. Boelte’s retirement in February 2025, he did not participate in the Annual Incentive Plan for the 2025 performance period. Mr. Hadlock also did not participate in the 2025 Annual Incentive Plan. Consistent with the terms of a bonus program established prior to his promotion to an executive officer position, Mr. Hadlock was eligible to receive a 2025 cash bonus of $500,000, payable in quarterly installments. Beginning in 2026, Mr. Hadlock will be eligible for an annual bonus pursuant to the Annual Incentive Plan. |

  53. 2025 Annual Incentive Targets

    | (2) Pursuant to the terms of the Annual Incentive Plan, Mr. Smith remained eligible to receive a cash bonus pursuant to the Annual Incentive Plan in accordance with the terms previously approved by the Committee. Beginning in 2026, he will no longer be eligible to participate in the Annual Incentive Plan. |

  54. 2025 Performance Criteria

    2025 Performance Criteria As in prior years, the Committee evaluated an appropriate mix of performance metrics for each participating NEO, taking into account individual responsibilities and areas of direct impact. Based on this evaluation, the Committee determined that a common, enterprise-wide performance framework is the most effective way of driving performance outcomes. By emphasizing a shared performance metric, the Committee reinforced a “one-team” approach, aligning all members of the executive leadership team around a single, clearly defined objective and promoting collective accountability for the Company’s performance results. For the 2025 performance period, the Annual Incentive Plan awards granted to the participating NEOs 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 2025 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 $2,025.0 million, up to $2,039.0 million and 6.2 percentage points for the $1.0 million increment of revenue between $2,039.0 million and $2,040.0 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 $830.0 million, provided that the revenue payout percentage could not be reduced by more than 75 percentage points.

  55. 2025 Performance Criteria

    | Achievement Level | Performance Goal ($MM) | Payout Percentage (% of Target) | | Revenue Performance (100%) | | | | Threshold | $2,015 | 0% | | Target | $2,025 | 100% | | Maximum | $2,040 | 200% | | Adjusted EBITDA(1) Performance (Modifier) | | | | Target | $830.0 | N/A | | Potential Deduction: | 5.0% reduction in payout percentage for every $2.0MM below target performance, up to a maximum 75% payout reduction | |

  56. 2025 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 the participating NEOs for the 2025 performance period, the Committee set threshold performance levels above 2024 actual results to incentivize continued growth and sustained performance. Target performance was established at approximately 7.5% revenue growth over the prior year, with maximum payout tied to revenue growth, exceeding approximately 8.3% relative to 2024 results. The target performance goals were informed by the Company’s annual budgeting process, among other considerations, including the Company’s market guidance issued in the first quarter of 2025, which was subsequently raised following stronger than expected performance in the first half of the year. In setting the total revenue goal and associated payout percentage for maximum achievement, the Committee intentionally calibrated performance expectations to reflect a meaningful “stretch” beyond target levels, recognizing both the rigor already embedded in the target goal and the progressively greater difficulty of achieving results above that level. This approach was designed to reinforce strong pay-for-performance alignment and reward exceptional outcomes.

  57. 2025 Annual Incentive Plan Payouts

    2025 Annual Incentive Plan Payouts The tables below set forth our actual achievement of the Company’s financial performance metrics for the 2025 performance period and the resulting bonus payouts for participating NEOs. We paid cash bonuses under the Annual Incentive Plan for the 2025 performance period in the first quarter of 2026.

  58. 2025 Annual Incentive Plan Payouts

    | Performance Metric | Target ($MM) | Actual Achievement ($MM) | Payout (% of Target) | | Revenue | 2,025.0 | 2,051.7 | 200% | | Adjusted EBITDA (Modifier) | 830.0 | 882.3 | 0% reduction |

  59. 2025 Annual Incentive Plan Payouts

    | Name | Target ($) | Amount Paid (% of target) | Actual Amount Paid ($) | | Chad Richison | 865,280 | 200% | 1,730,560 | | Robert D. Foster | 566,800 | 200% | 1,133,600 | | Randy Peck | 531,677 | 200% | 1,063,354 | | Bradley S. Smith | 552,944 | 200% | 1,105,888 | | Amy Vickroy Walker | 537,680 | 200% | 1,075,360 |

  60. Equity Incentive Compensation

    Equity Incentive Compensation

  61. 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”), time-based restricted stock units (“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:

  62. Overview

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

  63. Overview

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

  64. Overview

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

  65. 2025 Equity Awards

    2025 Equity Awards

  66. Overview

    | Name | Target Total Grant Value ($) | Target PSU Value ($) | Target RSU Value ($) | | Chad Richison | 18,000,000 | 9,000,000 | 9,000,000 | | Shane Hadlock | 1,500,000(1) | (1) | (1) | | Robert D. Foster | 4,000,000 | 2,000,000 | 2,000,000 | | Randy Peck | 3,500,000 | 1,750,000 | 1,750,000 | | Bradley S. Smith(2) | 4,000,000 | 2,000,000 | 2,000,000 | | Amy Vickroy Walker(3) | 3,500,000 | 1,750,000 | 1,750,000 |

  67. Overview

    | (2) In connection with Mr. Smith’s transition to the role of Senior Technical Strategist for Paycom Payroll, the Company accelerated the vesting of the first tranche of Mr. Smith’s 2025 RSU award and Mr. Smith forfeited the remaining two tranches. Pursuant to the terms of the applicable award agreement, Mr. Smith’s 2025 PSU award remained outstanding and eligible to vest. |

  68. Overview

    | (3) Excludes 3,000 immediately vested shares granted to Ms. Walker in February 2025, prior to her appointment as Chief Sales Officer. This award was preceded by Ms. Walker agreeing to forfeit certain compensation opportunities related to achieving specific, confidential Company sales objectives prior to her promotion to an executive officer role in 2024. In 2026, in connection with Ms. Walker’s transition to a non-employee consulting role, the Company accelerated the vesting of the first tranche of Ms. Walker’s 2025 RSU award and Ms. Walker forfeited the remaining two tranches. Pursuant to the terms of the applicable award agreement, Ms. Walker’s 2025 PSU award remained outstanding and eligible to vest. |

  69. 2025 PSU Awards

    2025 PSU Awards For 2025, the Committee maintained the prior year’s practice of using revenue as the PSU metric for all participating NEOs, consistent with the Committee’s pay-for-performance philosophy. In selecting revenue, the Committee evaluated a range of alternative performance measures and concluded that revenue growth is the financial metric most directly linked to Paycom’s ability to deliver sustained long-term stockholder value and the primary measure used by investors to assess performance relative to peers and market benchmarks. The Committee further determined that using the same core financial metric for both the annual cash incentive plan and the PSU program would strengthen alignment, reinforce strategic priorities, and underscore the critical importance of executing against Paycom’s revenue growth objectives in 2025. This approach promotes consistency across incentive programs and ensures that executives are held accountable to a single, clearly defined performance outcome. In light of heightened macroeconomic volatility and the resulting challenges in establishing reliable multi-year financial targets, the Committee approved a one-year performance period for the 2025 PSUs to preserve the rigor and integrity of the program. A single-year performance period eliminates the potential for strong performance in one year to offset underperformance in another, ensuring that PSU payouts reflect actual results achieved during the performance period. The Committee believes this structure enhances accountability, strengthens pay-for-performance alignment, and appropriately balances incentive effectiveness with external uncertainty. The Committee will continue to monitor market conditions, consider stockholder feedback, and evaluate the appropriateness of longer-term performance periods for future equity awards. To differentiate the PSU program from the annual cash incentive plan and to mitigate the risk of windfall compensation, the Committee capped 2025 PSU payouts at target, without providing an above-target or maximum payout opportunity.

  70. 2025 PSU Awards

    | Metric | Performance Level | Payout Percentage | | Revenue | < $1,944 MM | 0% | | | $1,944 MM ≤ Revenue < $1,985 MM | 50% | | | $1,985 MM ≤ Revenue < $2,025 MM | 75% | | | ≥ $2,025 MM | 100% |

  71. Vesting of 2025 PSUs

    Vesting of 2025 PSUs In February 2026, the Committee reviewed and certified the achievement of performance goals applicable to PSUs granted to NEOs in 2025. Based on full-year revenue of $2,051.7 million, which exceeded the target performance level, the 2025 PSU awards were earned at the target payout level. The Committee believes this outcome appropriately reflects the leadership team’s direct influence on the Company’s most meaningful strategic progress during the year, including continued product adoption, expansion of the sales pipeline, and strong client retention. The payout represented approximately 61% of the initial target grant value as measured on the vesting date, after considering the change in market value of the shares of Common Stock since the grant date and accounting for the dividend equivalents associated with earned PSUs.

  72. 2025 RSU Awards

    2025 RSU Awards RSUs granted to the participating NEOs in 2025 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.

  73. Amy Vickroy Walker Equity Award

    Amy Vickroy Walker Equity Award In February 2025, prior to her appointment as Chief Sales Officer, effective April 2, 2025, Ms. Walker was granted an equity award consisting of 3,000 shares of Common Stock, which vested in full on the grant date. This award was preceded by Ms. Walker agreeing to forfeit certain compensation opportunities related to achieving specific, confidential Company sales objectives prior to her promotion to an executive officer role in 2024.

  74. Change in Control Arrangements

    Change in Control Arrangements

  75. Employment Agreements (Richison and Boelte)

    Employment Agreements (Richison and Boelte) Mr. Richison’s employment agreement does not provide for any payments upon a change in control. 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. 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.

  76. Equity Awards

    Equity Awards

  77. RSAs and RSUs

    RSAs and RSUs In accordance with the terms of the 2023 LTIP, upon a Change in Control (as defined in the 2023 LTIP), all outstanding RSAs and RSUs held by each NEO and issued pursuant to the 2023 LTIP will be assumed or substituted by the applicable successor entity. If the awards are assumed or substituted by the successor entity (or if the Company is the successor entity), the awards will continue in accordance with their original terms. However, if the awards are not assumed or substituted by the applicable successor entity, then upon the Change in Control, all outstanding RSAs and RSUs that have not previously vested will become fully vested and exercisable or payable, and any applicable restrictions or forfeiture provisions will lapse.

  78. PSUs

    PSUs All outstanding award agreements governing the PSUs granted to the NEOs 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, any 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.

  79. 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.

  80. 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.

  81. Summary Compensation Table

    Summary Compensation Table The following table contains information regarding the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.

  82. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Chad Richison(3) Chief Executive Officer | 2025 | 858,880 | — | 18,386,226(4) | 1,730,560 | 1,861,486(5) | 22,837,152 | | | 2024 | 821,846 | — | — | 1,504,882 | 1,127,389 | 3,454,117 | | | 2023 | 817,068 | — | — | 765,700 | 1,535,838 | 3,118,606 | | Shane Hadlock(6) President and Chief Client Officer | 2025 | 550,000 | 500,000(7) | 1,543,941(8) | — | 22,250(9) | 2,616,191 | | Robert D. Foster(10) Chief Financial Officer | 2025 | 553,954 | — | 4,086,065(4) | 1,133,600 | 21,337(11) | 5,794,956 | | Randy Peck Chief Operating Officer | 2025 | 527,745 | — | 3,575,147(4) | 1,063,354 | 22,250(12) | 5,188,496 | | | 2024 | 405,662 | — | 7,743,422 | 460,105 | 17,132 | 8,626,321 | | Craig E. Boelte(13) Former Chief Financial Officer | 2025 | 104,819 | — | — | — | 97,878(14) | 202,697 | | | 2024 | 537,610 | — | 2,673,702 | 985,880 | 42,214 | 4,239,406 | | | 2023 | 516,911 | — | 16,116,690 | 482,222 | 39,577 | 17,155,400 | | Bradley S. Smith(15) Former Chief Information Officer | 2025 | 548,854 | — | 4,086,065(4) | 1,105,888 | 2,031,775(16) | 7,772,582 | | | 2024 | 523,056 | — | 1,670,879 | 460,105 | 16,898 | 2,670,938 | | | 2023 | 501,884 | — | 14,837,996 | — | 15,577 | 15,355,457 | | Amy Vickroy Walker(17) Former Chief Sales Officer | 2025 | 533,703 | — | 4,214,327(18) | 1,075,360 | 33,944(19) | 5,857,334 | | | 2024 | 471,150 | 600,000 | 1,603,530 | — | 18,214 | 2,692,894 |

  83. 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 11, “Stock-Based Compensation” in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 19, 2026. |

  84. Summary Compensation Table

    | (2) The amounts presented in this column represent bonuses earned by each of Messrs. Richison, Foster, Peck, Boelte and Smith and Ms. Walker based on the achievement of performance goals tied to revenue growth and adjusted EBITDA. Bonuses were determined in accordance with the terms of the Annual Incentive Plan. See “Compensation Discussion and Analysis—Cash Compensation” for additional information. |

  85. Summary Compensation Table

    | (3) All amounts shown reflect compensation paid to Mr. Richison for his service as our President and Chief Executive Officer. Mr. Richison did not receive additional compensation for his service as a director or Chairman of the Board of Directors. In February 2026, in connection with Mr. Hadlock’s promotion, Mr. Richison resigned from the role of President. Mr. Richison continues to serve as the Company’s Chief Executive Officer and Chairman of the Board. |

  86. Summary Compensation Table

    | (4) This amount represents the aggregate grant date fair value of RSUs and PSUs granted to the NEO on February 21, 2025. The amount reported includes the value of the applicable NEO’s PSUs assuming achievement of performance conditions at the highest level. |

  87. Summary Compensation Table

    | (5) This amount consists of (i) $1,199,370 for Mr. Richison’s personal and home security, in accordance with the terms of his employment agreement, (ii) $566,913 for Mr. Richison’s non-Company use of private aircraft, in accordance with the terms of his employment agreement, (iii) a $46,000 retainer for a supplemental medical plan, (iv) $13,846 of automobile allowance, (v) $12,250 in Company contributions to a 401(k) plan for the benefit of Mr. Richison, (vi) $12,016 in country club dues and (vii) the value of a Company gift to Mr. Richison in connection with efforts related to the launch of IWant. Mr. Richison was one of 18 employees who received this gift. 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 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.” |

  88. Summary Compensation Table

    | (6) Mr. Hadlock was designated as an executive officer in August 2025, at which time he was serving as Chief Client Officer and Chief Technology Officer. Mr. Hadlock was appointed President of the Company in February 2026. His current title is President and Chief Client Officer. |

  89. Summary Compensation Table

    | (7) Consistent with the terms of a bonus program established prior to his promotion, Mr. Hadlock’s 2025 target cash bonus was $500,000, payable in four quarterly installments. |

  90. Summary Compensation Table

    | (8) This amount represents the aggregate grant date fair value of RSAs and PSAs granted to Mr. Hadlock on March 2, 2025, prior to his appointment as an executive officer. |

  91. Summary Compensation Table

    | (9) This amount consists of (i) $12,250 in Company contributions to a 401(k) plan and (ii) a retainer for a supplemental medical plan for the benefit of Mr. Hadlock. |

  92. Summary Compensation Table

    | (10) Mr. Foster was appointed Chief Financial Officer effective February 21, 2025, immediately following Mr. Boelte’s retirement. |

  93. Summary Compensation Table

    | (11) This amount consists of (i) $11,337 in Company contributions to a 401(k) plan and (ii) a retainer for a supplemental medical plan for the benefit of Mr. Foster. |

  94. Summary Compensation Table

    | (12) This amount consists of (i) $12,250 in Company contributions to a 401(k) plan and (ii) a retainer for a supplemental medical plan for the benefit of Mr. Peck. |

  95. Summary Compensation Table

    | (13) Mr. Boelte retired from the Company effective February 21, 2025. |

  96. Summary Compensation Table

    | (14) This amount consists of (i) $71,277 paid in cash for accrued but unused vacation time paid out to Mr. Boelte upon his retirement, (ii) $12,250 in Company contributions to a 401(k) plan, (iii) $4,350 in automobile lease payments and (iv) a retainer for a supplemental medical plan for the benefit of Mr. Boelte. |

  97. Summary Compensation Table

    | (15) Mr. Smith resigned from his role as Chief Information Officer, effective October 31, 2025, and transitioned to the role of Senior Technical Strategist for Paycom Payroll. |

  98. Summary Compensation Table

    | (16) Consists of (i) $2,009,525 attributable to accelerated vesting of RSAs and RSUs upon Mr. Smith’s transition to a non-executive role, (ii) $12,250 in Company contributions to a 401(k) plan for the benefit of Mr. Smith and (iii) a retainer for a supplemental medical plan. |

  99. Summary Compensation Table

    | (17) Ms. Walker served as Chief Sales Officer in 2025 and transitioned to a non-employee consulting role in January 2026. |

  100. Summary Compensation Table

    | (18) This amount represents the aggregate grant date fair value of 3,000 shares of Common Stock, 8,390 RSUs and 8,390 PSUs granted to Ms. Walker on February 21, 2025. The amount reported includes the value of the PSUs assuming achievement of performance conditions at the highest level. |

  101. Summary Compensation Table

    | (19) This amount consists of (i) $12,243 in Company contributions to a 401(k) plan, (ii) $11,700 in automobile lease payments and (iii) a retainer for a supplemental medical plan for the benefit of Ms. Walker. |

  102. 2025 Grants of Plan-Based Awards Table

    2025 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, 2025, consisting of equity awards granted under the 2023 LTIP and cash incentive awards under the Annual Incentive Plan.

  103. 2025 Grants of Plan-Based Awards Table

    | Name(1) | Grant Date | Award Type(2) | 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 ($)(3) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Chad Richison | n/a(4) | AIP | — | 865,280 | 1,730,560 | | | | | | | | 2/21/2025(5) | RSU | | | | | | | 43,148 | 9,193,113 | | | 2/21/2025(6) | PSU | | | | 21,574 | 32,361 | 43,148 | | 9,193,113 | | Shane Hadlock | 3/2/2025(7) | RSA | | | | | | | 5,034 | 1,104,812 | | | 3/2/2025(8) | PSA | | | | — | 1,078 | — | | 224,073 | | | 3/2/2025(9) | PSA | | | | — | 1,079 | — | | 215,055 | | Robert D. Foster | n/a(4) | AIP | — | 566,800 | 1,133,600 | | | | | | | | 2/21/2025(5) | RSU | | | | | | | 9,589 | 2,043,032 | | | 2/21/2025(6) | PSU | | | | 4,795 | 7,192 | 9,589 | | 2,043,032 | | Randy Peck | n/a(4) | AIP | — | 531,677 | 1,063,354 | | | | | | | | 2/21/2025(5) | RSU | | | | | | | 8,390 | 1,787,573 | | | 2/21/2025(6) | PSU | | | | 4,195 | 6,293 | 8,390 | | 1,787,573 | | Bradley S. Smith | n/a(4) | AIP | — | 552,944 | 1,105,888 | | | | | | | | 2/21/2025(5) | RSU | | | | | | | 9,589 | 2,043,032 | | | 2/21/2025(6) | PSU | | | | 4,795 | 7,192 | 9,589 | | 2,043,032 | | Amy Vickroy Walker | n/a(4) | AIP | — | 537,680 | 1,075,360 | | | | | | | | 2/21/2025(10) | Stock | | | | | | | 3,000 | 639,180 | | | 2/21/2025(5) | RSU | | | | | | | 8,390 | 1,787,573 | | | 2/21/2025(6) | PSU | | | | 4,195 | 6,293 | 8,390 | | 1,787,573 |

  104. 2025 Grants of Plan-Based Awards Table

    | (1) Mr. Boelte is omitted from the table because he did not receive any plan-based awards in 2025. |

  105. 2025 Grants of Plan-Based Awards Table

    | (2) Award Type: |

  106. 2025 Grants of Plan-Based Awards Table

    AIP: Annual Incentive Plan PSA: 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

  107. 2025 Grants of Plan-Based Awards Table

    | (3) 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 the calculation of these amounts is included in Note 11, “Stock-Based Compensation” in the annual consolidated financial statements included in the Form 10-K filed with the SEC on February 19, 2026. |

  108. 2025 Grants of Plan-Based Awards Table

    | (4) 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 under the Annual Incentive Plan for the 2025 performance period. |

  109. 2025 Grants of Plan-Based Awards Table

    | (5) The amounts presented in this row relate to an award of RSUs that vest in three substantially equal tranches on February 5, 2026, February 5, 2027, and February 5, 2028, in each case subject to the NEO’s continued service through the applicable vesting date. |

  110. 2025 Grants of Plan-Based Awards Table

    | (6) 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, 2025. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2025 Equity Awards—2025 PSU Awards.” |

  111. 2025 Grants of Plan-Based Awards Table

    | (7) The amounts presented in this row relate to RSAs granted to Mr. Hadlock prior to his appointment as an executive officer, with 1,258 shares vesting on May 10, 2026, 1,258 shares vesting on May 10, 2027, 1,259 shares vesting on May 10, 2028 and 1,259 shares vesting on May 10, 2029, in each case subject to Mr. Hadlock’s continued service through the applicable vesting date. |

  112. 2025 Grants of Plan-Based Awards Table

    | (8) The amounts presented in this row relate to PSAs granted to Mr. Hadlock 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 $250 per share, subject to Mr. Hadlock’s continued service through the vesting date. |

  113. 2025 Grants of Plan-Based Awards Table

    | (9) The amounts presented in this row relate to PSAs granted to Mr. Hadlock 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 the Company’s VWAP Value) equals or exceeds $282 per share, subject to Mr. Hadlock’s continued service through the vesting date. |

  114. 2025 Grants of Plan-Based Awards Table

    | (10) The amounts presented in this row relate to an award of immediately vested stock granted to Ms. Walker on February 21, 2025. |

  115. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    2025 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, 2025 and provides the value of such equity awards based on the fair market value of our Common Stock as of December 31, 2025.

  116. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | | Stock Awards | | | | | | Name(1) | 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 | | Chad Richison | 43,148 | 6,876,065 | | | (3) | | Shane Hadlock | 19,289 | 3,073,895 | | | (4) | | | | | 1,876 | 298,959 | (5) | | Robert D. Foster | 3,750 | 597,600 | | | (6) | | | 9,589 | 1,528,103 | | | (3) | | Randy Peck | 32,816 | 5,229,558 | | | (7) | | | 11,886 | 1,894,153 | | | (8) | | Amy Walker | 5,114 | 814,967 | | | (9) | | | 8,390 | 1,337,030 | | | (3) | | | | | 992 | 158,085 | (10) |

  117. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Mr. Boelte and Mr. Smith did not hold any outstanding equity awards as of December 31, 2025. |

  118. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (2) The amounts shown in this column reflect the value of RSAs or RSUs 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, 2025, which was $159.36 per share. |

  119. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The amounts presented in this row relate to RSUs that vested or will vest in three substantially equal tranches on February 5, 2026, February 5, 2027, and February 5, 2028, in each case subject to the NEO’s continued service through the applicable vesting date. |

  120. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (4) The amounts presented in this row relate to RSAs that will vest as follows, in each case subject to Mr. Hadlock’s continued service through the applicable vesting date: (i) 8,229 shares on May 10, 2026; (ii) 8,110 shares on May 10, 2027; (iii) 1,691 shares on May 10, 2028; and (iv) 1,259 shares on May 10, 2029. |

  121. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (5) 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 Mr. Hadlock’s continued service through the applicable vesting date: |

  122. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | Grant Date | Number of Shares | VWAP Value | | 2/5/2021 | 139 | $600 | | 2/2/2022 | 150 | $484 | | 2/2/2022 | 150 | $559 | | 2/4/2023 | 179 | $404 | | 2/4/2023 | 179 | $466 | | 3/2/2025 | 1,079 | $282 |

  123. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (6) The amounts presented in this row relate to RSAs that will vest on November 14, 2026, subject to Mr. Foster’s continued service through the vesting date. |

  124. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (7) 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, 2026; (ii) 764 shares on May 10, 2026; (iii) 6,375 shares on February 5, 2027; (iv) 781 shares on May 10, 2027; (v) 18,375 shares on February 5, 2028; and (vi) 146 shares on May 10, 2028. |

  125. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (8) The amounts presented in this row relate to RSUs that vested or will vest as follows, in each case subject to Mr. Peck’s continued service through the applicable vesting date: (i) 4,544 RSUs on February 5, 2026; (ii) 4,545 RSUs on February 5, 2027; and (iii) 2,797 RSUs on February 5, 2028. |

  126. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (9) The amounts presented in this row relate to RSAs that vested or would have vested as follows: (i) 1,666 shares on February 25, 2026; (ii) 778 shares on April 27, 2026; (iii) 508 shares on May 10, 2026; (iv) 1,668 shares on February 25, 2027; and (v) 494 shares on April 27, 2027. See “Employment Agreements and Arrangements—Other Arrangements.” |

  127. 2025 Outstanding Equity Awards at Fiscal Year-End Table

    | (10) The amounts presented in this row relate to PSAs that would have vested if, within eight years of the date of grant, the Company’s VWAP Value equaled or exceeded the amounts set forth below, in each case subject to Ms. Walker’s continued service through the applicable vesting date. In connection with Ms. Walker’s transition to a consulting role in January 2026, the PSAs were cancelled. See “Employment Agreements and Arrangements—Other Arrangements.” |

  128. 2025 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 |

  129. 2025 Option Exercises and Stock Vested Table

    2025 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, 2025 for each of the NEOs.

  130. 2025 Option Exercises and Stock Vested Table

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Chad Richison | 43,148 | 6,876,065 | | Shane Hadlock | 8,467 | 2,188,802 | | Robert D. Foster | 13,339 | 2,151,053 | | Randy Peck | 17,373 | 3,233,877 | | Craig E. Boelte | 10,516 | 2,167,768 | | Bradley S. Smith | 31,179 | 5,433,498 | | Amy Vickroy Walker | 14,700 | 2,741,147 |

  131. 2025 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. |

  132. 2025 Option Exercises and Stock Vested Table

    | (2) This amount reflects (i) the value of RSAs, RSUs 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 PSUs, calculated by multiplying the number of shares earned by the closing price of our Common Stock on the NYSE on December 31, 2025. See “Compensation Discussion and Analysis—Equity Incentive Compensation—2025 Equity Awards—2025 PSU Awards.” |

  133. 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, 2025. Unless otherwise noted, 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, 2025, which was $159.36 per share.

  134. Potential Payments upon Termination or Change in Control

    | Name(1) | Benefit | Death/Disability ($) | Change in Control ($) | Termination Without Cause or by NEO for Good Reason ($) | | Chad Richison | Salary continuation | — | — | 865,280(2) | | | Annual Incentive Plan bonus | 1,730,560(3) | 1,730,560(4) | 1,730,560(5) | | | Continuation of benefits | — | — | 1,532,266(6) | | | Vesting of PSUs | 6,876,065(7) | 6,876,065(8) | 6,876,065(9) | | | Vesting of RSUs | 6,876,065(10) | —(11) | —(12) | | | Total | 15,482,690 | 8,606,625 | 11,004,171 | | Shane Hadlock | Vesting of non-executive equity awards | 3,372,854(10) | —(11) | —(12) | | | Total | 3,372,854 | — | — | | Robert D. Foster | Annual Incentive Plan bonus | 1,133,600(3) | 1,133,600(4) | 1,133,600(5) | | | Vesting of non-executive equity awards | 597,600(10) | —(11) | —(12) | | | Vesting of PSUs | 1,528,103(7) | 1,528,103(8) | 1,528,103(9) | | | Vesting of RSUs | 1,528,103(10) | —(11) | —(12) | | | Total | 4,787,406 | 2,661,703 | 2,661,703 | | Randy Peck | Annual Incentive Plan bonus | 1,063,354(3) | 1,063,354(4) | 1,063,354(5) | | | Vesting of non-executive equity awards | 269,478(10) | —(11) | —(12) | | | Vesting of PSUs | 1,337,030(7) | 1,337,030(8) | 1,337,030(9) | | | Vesting of RSAs/RSUs | 6,854,233(10) | —(11) | —(12) | | | Total | 9,524,095 | 2,400,384 | 2,400,384 | | Bradley S. Smith(13) | Annual Incentive Plan bonus | — | — | 1,105,888(14) | | | Vesting of PSUs | — | — | 1,198,050(15) | | | Vesting of RSAs/RSUs | — | — | 2,009,525(16) | | | Total | — | — | 4,313,463 | | Amy Vickroy Walker(17) | Consulting Agreement | — | — | 563,050(18) | | | Annual Incentive Plan bonus | — | — | 1,075,360(14) | | | Vesting of PSUs | — | — | 1,048,247(15) | | | Vesting of RSAs/RSUs | — | — | 875,363(19) | | | Total | — | — | 3,562,020 |

  135. Potential Payments upon Termination or Change in Control

    | (1) Mr. Boelte retired on February 21, 2025. He is omitted from the table because he would not have been entitled to receive any payments or benefits if any specified triggering event had occurred on December 31, 2025. |

  136. Potential Payments upon Termination or Change in Control

    | (2) 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. |

  137. Potential Payments upon Termination or Change in Control

    | (3) 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, 2025 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 2025 performance period. See “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” |

  138. Potential Payments upon Termination or Change in Control

    | (4) 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, 2025 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 2025 performance period. See “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” |

  139. Potential Payments upon Termination or Change in Control

    | (5) 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, 2025, 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 2025 performance period. See “Compensation Discussion and Analysis—Cash Compensation—Annual Incentive Plan.” |

  140. Potential Payments upon Termination or Change in Control

    | (6) The amount presented represents (i) the aggregate amount payable for Mr. Richison’s personal security for a period of two years following his termination ($1,510,979), plus (ii) the aggregate amount payable for continuation of health insurance benefits for 12 months following the date of termination of employment ($21,288), per the terms of Mr. Richison’s employment agreement. |

  141. Potential Payments upon Termination or Change in Control

    | (7) 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 2023 LTIP). |

  142. Potential Payments upon Termination or Change in Control

    | (8) 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, the 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 will 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 will 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, 2025, the amount presented reflects the value of shares delivered based on actual achievement for the performance period ended December 31, 2025. |

  143. Potential Payments upon Termination or Change in Control

    | (9) 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 will 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, 2025, the amount presented reflects the value of shares delivered based on actual achievement for the performance period ended December 31, 2025. |

  144. Potential Payments upon Termination or Change in Control

    | (10) 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 RSAs and PSAs granted to Mr. Hadlock and Mr. Peck 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) will be subject to certain forfeiture and clawback provisions. |

  145. Potential Payments upon Termination or Change in Control

    | (11) Upon a change in control (as defined in the 2023 LTIP), all outstanding RSAs, PSAs and RSUs held by each NEO and issued pursuant to the 2023 LTIP will be assumed or substituted by the applicable successor entity. If the awards are assumed or substituted by the successor entity (or if the Company is the successor entity), the awards will continue in accordance with their original terms. If the awards are not assumed or substituted by the applicable successor entity, then upon the change in control, all outstanding RSAs and RSUs that have not previously vested will become fully vested and exercisable or payable, and any applicable restrictions or forfeiture provisions will lapse. 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. |

  146. Potential Payments upon Termination or Change in Control

    | (12) 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. |

  147. Potential Payments upon Termination or Change in Control

    | (13) On October 31, 2025, Mr. Smith transitioned to the role of Senior Technical Strategist for Paycom Payroll. |

  148. Potential Payments upon Termination or Change in Control

    | (14) Pursuant to the terms of the Annual Incentive Plan, Mr. Smith and Ms. Walker remained eligible to receive cash bonuses under the Annual Incentive Plan for the 2025 performance period. The amount presented reflects the bonus actually paid in February 2026, in accordance with the terms previously approved by the Compensation Committee. |

  149. Potential Payments upon Termination or Change in Control

    | (15) Pursuant to the terms of the PSU award agreements, following their respective transitions to other roles, Mr. Smith’s PSUs and Ms. Walker’s PSUs remained outstanding and eligible to vest in accordance with their terms. The amount presented reflects the value of the applicable PSU award as of the vesting date. |

  150. Potential Payments upon Termination or Change in Control

    | (16) Pursuant to the Smith Transition Agreement, the Company accelerated the vesting of 7,000 RSAs and 5,393 RSUs effective November 8, 2025. All such RSAs and RSUs were scheduled to vest in February 2026. The amount presented reflects the value of such RSAs and RSUs based on the closing price of our Common Stock on the NYSE on the vesting date. Pursuant to the Smith Transition Agreement, Mr. Smith’s remaining 19,000 unvested RSAs and 7,901 unvested RSUs were cancelled. |

  151. Potential Payments upon Termination or Change in Control

    | (17) On January 23, 2026, Ms. Walker transitioned to a consulting role with Paycom Payroll. |

  152. Potential Payments upon Termination or Change in Control

    | (18) Pursuant to the Walker Consulting Agreement, Paycom Payroll agreed to pay Ms. Walker $46,920.86 per month for her client success expertise and knowledge and general business consulting. The amount presented reflects 12 months of consulting payments. |

  153. Potential Payments upon Termination or Change in Control

    | (19) Pursuant to the Walker Release Agreement, the Company accelerated the vesting of 2,952 RSAs and 2,796 RSUs effective January 23, 2026. All such RSAs and RSUs were scheduled to vest between February and May 2026. The amount presented reflects the value of such RSAs and RSUs as of the vesting date. Pursuant to the Walker Release Agreement, Ms. Walker’s remaining 2,162 unvested RSAs, 992 unvested PSAs and 5,594 unvested RSUs were cancelled. |

  154. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding the compensation paid to our NEOs fo r the fiscal years ended December 31, 2025, 2024, 2023, 2022 and 2021 and certain measures of Company performance for such periods.

  155. 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) ($) | Peer Group TSR(5) ($) | | | | | 2025 | 22,837,152 | — | 18,203,057 | — | 4,572,043 | 1,445,937 | 35.95 | 180.77 | 453,395,554 | 882,256,951 | 2,051,699,520 | | 2024 | 3,454,117 | 12,088,037 | (65,630,983) | (1,049,574) | 4,104,572 | 2,664,852 | 45.91 | 163.58 | 502,007,687 | 775,442,119 | 1,883,150,778 | | 2023 | 3,118,606 | — | (110,909,644) | — | 13,564,401 | 5,935,253 | 45.93 | 141.38 | 340,787,923 | 719,302,774 | 1,693,673,771 | | 2022 | 3,138,418 | — | (149,491,892) | — | 4,755,734 | 2,468,497 | 68.61 | 93.85 | 281,389,330 | 579,711,116 | 1,375,217,646 | | 2021 | 2,958,410 | — | 62,994,260 | — | 7,891,945 | 3,323,073 | 91.81 | 127.38 | 195,960,264 | 419,286,728 | 1,055,523,820 |

  156. 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 2025, 2023, 2022 and 2021. Mr. Thomas was a non-PEO NEO for 2023. |

  157. Pay Versus Performance

    | (2) The amounts reported in this column represent “compensation actually paid” to each PEO and the other NEO s (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 2025 were adjusted as follows: |

  158. Pay Versus Performance

    | | 2025 | | | | PEO 1 | Non-PEO NEOs (average) | | Summary Compensation Table Total ($) | 22,837,152 | 4,572,043 | | Adjustments | | | | Stock/Unit Awards ($) | (18,386,226) | (2,917,591) | | Fair Value of Equity Awards ($) | | | | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | 13,752,131 | 1,811,001 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year ($) | — | (471,036) | | Change in Fair Value of Prior Year Equity Awards Vested in the Covered Year ($) | — | 3,403 | | Fair Value on Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) | — | 239,452 | | Change in Fair Value of Awards Granted in Prior Years that Failed to Vest | — | (1,791,335) | | Total Adjustments for Fair Value of Equity Awards ($) | 13,752,131 | (208,515) | | Compensation Actually Paid ($) | 18,203,057 | 1,445,937 |

  159. Pay Versus Performance

    Equity awards granted to our PEOs and other NEOs during 2025 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.

  160. Pay Versus Performance

    | (3) For 2025, the non-PEO NEOs were Messrs. Hadlock, Foster, Peck, Boelte and Smith and Ms. Walker. For 2024, the non-PEO NEOs were Messrs. Boelte, Smith and Peck, Jason Clark, Ms. Walker and Holly 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, Evans and York and Ms. Faurot. The amounts reported in this column represent th e average of the amounts reported in the “Total” column of the Summary Compensation Table for the non-PEO NEOs in the applicable year. |

  161. 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, 2020. |

  162. 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, 2020. |

  163. 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 any loss on the extinguishment of debt, less any gain on modification of the naming rights agreement. |

  164. Pay Versus Performance

    The following chart shows, for the years ended December 31, 2021, 2022, 2023, 2024 and 2025, 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 D ece mber 31, 2021, 2022, 2023, 2024 and 2025, 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 co mpen sation actually paid, for the year ended December 31, 2025, to the Company’s performance.

  165. Pay Versus Performance

    | Most Important Financial Performance Measures | | Revenue | | Adjusted EBITDA |

  166. 2025 Pay Ratio Disclosure

    2025 Pay Ratio Disclosure

  167. CEO Pay Ratio

    CEO Pay Ratio 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 2025 annual total compensation of our median employee, on the one hand, and the 2025 annual total compensation of Mr. Richison, our Chief Executive Officer. The pay ratio is a reasonable estimate 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 $103,900 in 2025. The annual total compensation of Mr. Richison was $22,837,152 in 2025. Based on this information, the 2025 ratio of annual total compensation of Mr. Richison to the median annual total compensation of all employees was 220 to 1.

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

    How many votes are required to elect the Class I 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.