DEF 14A of Paylocity Holding Corp, Oct 20, 2023

DEF 14A of Paylocity Holding Corp

Filed Oct 20, 2023 · FY20230001591698-23-000229

Open on EDGAR

  1. Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

  2. Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | Steven R. Beauchamp Co-Chief Executive Officer and Director Age: 51 Director Since: 2007 Committees: None | Biography Steven R. Beauchamp is our Co-Chief Executive Officer and a director. Prior to joining Paylocity in 2007, Mr. Beauchamp was employed by Paychex, Inc., from September 2002 to August 2007 and served as VP of Product Management and as a Corporate Officer. Mr. Beauchamp also served as Vice President of Payroll Operations for Advantage Payroll Services, Inc. from August 2001 to September 2002 after Advantage Payroll acquired Payroll Central where he served as President from May 1999 to August 2001. Mr. Beauchamp also spent three years in operations management with ADP Canada from May 1995 to April 1998. Mr. Beauchamp holds a B.B.A. from Wilfrid Laurier University and a M.B.A. from Queen’s University. Mr. Beauchamp brings to our board of directors over 20 years of experience in management positions in payroll services companies, and his experience and familiarity with our business as our Co-Chief Executive Officer. | | Linda M. Breard Independent Age: 54 Director Since: 2023 Committees: Audit Other Current Public Company Boards: Insight Enterprises, Inc., PotlatchDeltic Corporation | Biography Linda M. Breard has served as a director since October 2023. Ms. Breard currently serves as a director of Insight Enterprises, Inc., a publicly traded Fortune 500 global technology company since February 2018, where she is chair of the audit committee and serves on the compensation committee. Ms. Breard also serves as a director for PotlatchDeltic Corporation, a publicly traded forest products company, since October 2015, where she is chair of the audit committee and a member of the compensation committee. Ms. Breard had been a consultant with Impinj, a publicly traded technology company, from March 2018 through December 2020. She served as CFO Consultant/Interim CFO of Impinj until a CFO was hired in 2020, after which she transitioned to a new role as Strategic Consultant to the CEO, where she had continued responsibility for human resources, IT and facilities and worldwide operations through the end of 2020. From February 2017 to July 2017, she served as the Executive Vice President and Chief Financial Officer of Kaiser Foundation Health Plan of Washington, which provides health insurance and medical care. Prior to that, from February 2016 to January 2017, Ms. Breard was the Executive Vice President and Chief Financial Officer of Group Health Cooperative, a health maintenance organization until it was acquired by Kaiser Permanente in February 2017. From 2006 to January 2016, she held various positions including Senior Vice President and Chief Financial Officer of Quantum Corporation, a leading data storage company. Prior to that, from 1998 to 2006, she served in a variety of roles for Advanced Digital Information Corporation, a publicly traded technology company, last serving as Vice President, Global Accounting and Finance before being acquired by Quantum Corporation in 2006. Ms. Breard also worked six years in public accounting and is a certified public accountant. Ms. Breard brings to our board of directors international, financial and information technology expertise derived primarily from her service on various public company boards and in various roles at several large public companies. |

  3. Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | Virginia G. Breen Independent Age: 59 Director Since: 2018 Committees: Audit & Nominating and Corporate Governance | Biography Virginia G. Breen has served as a director since September 2018. Ms. Breen has been an institutional investor and board member in private and public equity for more than 30 years. Ms. Breen has served as a trustee of NB Crossroads Private Market Fund VII Holdings, LLC since April 2021, NB Crossroads Private Markets Access Fund LLC since October 2020 and NB Crossroads Private Markets Fund VI Holdings, LLC since February 2020. Ms. Breen has served as a trustee, and, since April 2017, as a director of NB Crossroads Private Markets Fund V Holdings LLC. Additionally, she has served as a director of NB Crossroads Private Markets Fund IV Holdings LLC since November 2015. Since July 2015, Ms. Breen has served as a director of Excelsior Private Markets Fund II, LLC and Excelsior Private Markets Fund III, LLC. Ms. Breen has also served as a director of UST Global Private Markets Fund, LLC since its inception in July 2008 until its sale in January 2021. Ms. Breen previously served as a director of Excelsior Buyout Investors, LLC since its inception in May 2003 until its sale in December 2013. Since 2008, Ms. Breen has served on the board of managers of the UBS A&Q Fund Complex, consisting of three portfolios, each of which is or was registered under the Investment Company Act of 1940, as amended. Since July 2023, Ms. Breen has served on the board of the UBS NY Fund Cluster consisting of four separate registered investment companies overseen by boards of trustees, with 38 separate series/funds. Since 2015, Ms. Breen has served as a trustee for the Calamos Fund Complex consisting of 29 portfolios. Ms. Breen has also served as a director of Tech and Energy Transition Corp. from 2021 to 2023, and as a trustee of Jones Lang LaSalle Income Property Trust, a public, non-traded, daily-priced REIT from 2004 to 2023. Ms. Breen holds an M.B.A. from Columbia University and an A.B. in Computer Science from Harvard College. Ms. Breen's experience working with technology-driven and high-growth companies provides our board of directors with a unique perspective on our long-term strategy. | | Jeffrey T. Diehl Independent Age: 53 Director Since: 2008 Committees: Nominating and Corporate Governance (Chair) Other Current Public Company Boards: Q2 Holdings, Inc. | Biography Jeffrey T. Diehl has served as a director since May 2008. Mr. Diehl is currently the Managing Partner & Head of Investments at Adams Street Partners, LLC, a global private equity investment management firm. Prior to joining Adams Street Partners in 2000, Mr. Diehl worked at Brinson Partners/UBS Global Asset Management and The Parthenon Group. Mr. Diehl serves as a director of various private companies and has served as a director of Q2 Holdings, Inc., a publicly traded virtual banking solutions company, since 2007. Mr. Diehl holds a B.S. from Cornell University and a M.B.A. from Harvard University. Mr. Diehl brings to our board of directors years of experience as an advisor to a wide range of technology companies, including companies in the software, IT-enabled business services and consumer Internet/media sectors. Mr. Diehl’s experience with the growth and development of technology companies provides our board of directors with a unique perspective on our long-term strategy. |

  4. Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | Robin L. Pederson Independent Age: 64 Director Since: 2020 Committees: Compensation (Chair) | Biography Robin L. Pederson has served as a director since March 2020. Mr. Pederson currently serves as Executive Chairman of Sauce Labs, a web and mobile application testing company. He also serves as an independent director of Affinitiv, a provider of automotive marketing solutions and Aircall, a cloud-based call center software company. From August 2017 to September 2023, Mr. Pederson served as Executive Chairman of Alula, a smart security and automation system company, and he served as Executive Chairman of Power Reviews, a technology provider of ratings and reviews for leading brands and retailers from April 2018 to August 2023. From 2013 to 2017, he served as an Operating Executive at Marlin Equity Partners (“Marlin”), a global investment firm with over $6.7 billion of capital under management. During that time, he successfully led the acquisitions of five platforms and served as Executive Chairman of technology companies, including Arcserve, Changepoint, Fidelis Cybersecurity, Lochbridge, Uniface, Openwave Messaging and Openwave Mobility. Prior to his time at Marlin, Mr. Pederson served as the COO of Infor Global Solutions, one of the largest privately held software companies in the world. Mr. Pederson holds a B.S.B.A from the University of North Dakota. Mr. Pederson brings extensive industry experience to our board of directors as a result of his executive management experience in the technology industry. | | Andres D. Reiner Independent Age: 52 Director Since: 2014 Committees: Compensation & Nominating and Corporate Governance Other Current Public Company Boards: PROS Holdings, Inc. | Biography Andres D. Reiner has served as a director since September 2014. Since 2010, Mr. Reiner has served as the President and Chief Executive Officer and a director of PROS Holdings, Inc. (“PROS”), an enterprise software company. Since 1999, and prior to his appointment as President and Chief Executive Officer, Mr. Reiner held a series of positions with PROS, including Senior Vice President of Product Development and Executive Vice President of Product and Marketing. Prior to joining PROS, Mr. Reiner held various technical and management positions in technology companies including Platinum Technology, ADAC Healthcare Information Systems, and Kinesix. Mr. Reiner holds a B.S. in Computer Science with a minor in Mathematics from the University of Houston. Mr. Reiner brings to our board of directors leadership experience through his role as President and Chief Executive Officer of PROS, as well as knowledge and experience with product development and innovation at technology companies. |

  5. Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | Kenneth B. Robinson Independent Age: 68 Director Since: 2020 Committees: Audit Other Current Public Company Boards: Abercrombie & Fitch Co., Occidental Petroleum Company | Biography Kenneth B. Robinson has served as a director since March 2020. Mr. Robinson was the Senior Vice President of Audit Services at Exelon Corporation, an integrated power and utility company, from 2016 to 2020. Prior to Exelon, Mr. Robinson spent almost 40 years at The Procter & Gamble Company in a variety of senior finance leadership roles, including Chief Financial Officer – Global Personal Beauty Care and Global Chief Audit Executive. Mr. Robinson served from 2016 to 2020 as a Trustee of the Financial Accounting Foundation, which oversees the Financial Accounting Standards Board and the Governmental Accounting Standards Board. Mr. Robinson currently serves as a director of Abercrombie & Fitch Co., Occidental Petroleum Company and as Trustee of the International Financial Reporting Standards Board. Mr. Robinson holds a B.S. from Mississippi State University and a M.B.A. from the University of Memphis. Mr. Robinson brings executive management experience, including significant experience in the areas of financial and accounting expertise, to our board of directors. | | Steven I. Sarowitz Chairman of the Board Age: 57 Director Since: 1997 Committees: None | Biography Steven I. Sarowitz founded Paylocity in 1997 and is our Chairman. Mr. Sarowitz was the Chief Executive Officer of Blue Marble Payroll, an international payroll aggregator, prior to its acquisition by Paylocity in August 2021. In addition, Mr. Sarowitz is a Director of Payescape, a UK payroll provider, and a partner in Wayfarer Studios, Wayfarer Entertainment, Wayfarer Theaters, and 4S Bay Partners. He also serves on the boards of Julian Grace Foundation, Wayfarer Foundation, Raising Haiti, Chicago Center for Arts & Technology, and Indiana University Women's Philanthropy Institute. Prior to founding Paylocity, Mr. Sarowitz worked at Robert F. White, a Chicago-based independent payroll service firm. He later was an executive at three privately-held payroll companies. Mr. Sarowitz formerly served as President of the Independent Payroll Providers Association. Mr. Sarowitz holds a B.A. in Economics from the University of Illinois at Urbana. Mr. Sarowitz brings to our board of directors extensive executive leadership and operational experience in payroll services companies, and his experience and familiarity with our business as the founder and Chairman. |

  6. Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

    | Ronald V. Waters III Lead Independent Age: 71 Director Since: 2013 Committees: Audit (Chair), Compensation & Nominating and Corporate Governance Other Current Public Company Boards: Fortune Brands Innovations, Inc. | Biography Ronald V. Waters III has served as a director since November 2013 and also serves as the Lead Independent Director. Mr. Waters has been an independent business consultant since May 2010. From 2009 to May 2010, he was a Director and the President and Chief Executive Officer of LoJack Corporation ("LoJack"), a worldwide marketer of wireless tracking and recovery systems for valuable mobile assets, and from 2007 to 2008, he was a Director and the President and Chief Operating Officer of LoJack. He is a director of Fortune Brands Innovations, Inc., formerly known as Fortune Brands Home & Security, Inc., a home and security products company. From 2002 to May 2022, Mr. Waters served as a director of HNI Corp., a manufacturer of office furniture and a manufacturer and marketer of gas- and wood-burning fireplaces. From 2012 to 2015, Mr. Waters served as a director of Chiquita Brands International, Inc., an international marketer and distributor of food products. From 2006 to 2007, Mr. Waters served as a director of Sabre Holdings Corporation. Mr. Waters brings to our board of directors leadership experience through his former role as Chief Executive Officer of LoJack and significant finance expertise derived primarily from his current service on the audit committees of one other public company and previous roles as a director and Chief Operating Officer at a public company, Chief Financial Officer at Wm. Wrigley Jr. Company, Controller at The Gillette Company and partner at KPMG LLP. Mr. Waters also brings to our board of directors international, legal and information technology expertise derived primarily from his service in various roles at several large public companies. | | Toby J. Williams President, Co-Chief Executive Officer and Director Age: 50 Director Since: 2022 Committees: None | Biography Toby J. Williams is our President and Co-Chief Executive Officer and has served as a director since March 2022. Prior to joining Paylocity as our Chief Financial Officer in September 2017, from February 2011 until August 2017, Mr. Williams held several positions at Ellucian, Inc., a provider of higher education software and services, most recently as Chief Product and Strategy Officer. Prior to joining Ellucian, Mr. Williams was the Director of Corporate Development of Paychex, Inc., a provider of human capital management solutions, from March 2006 to January 2011. Before joining Paychex, Mr. Williams was a senior associate in the investment banking division of Citigroup Global Markets Inc., an investment banking firm, from September 2004 to January 2006. From 1999 to 2004, Mr. Williams was an associate in private law practice, most recently with Holland & Knight LLP from 2002 until 2004. Mr. Williams holds a B.A. in Business Administration and Political Science from Houghton College and a M.B.A. and J.D. from The Ohio State University. Mr. Williams brings to our board of directors experience in management positions at technology and payroll services companies, and his experience and familiarity with our business as Chief Financial Officer and as President and Co-Chief Executive Officer. |

  7. Compensation of Directors

    Compensation of Directors Our directors are eligible to receive equity awards and cash retainers as compensation for service on our board of directors and committees of our board of directors. Under our director compensation package for fiscal 2023, our directors were entitled to receive a $35,000 annual retainer fee. The audit committee chairperson received an annual fee of $20,000, and members of the audit committee received an annual fee of $10,000. The compensation committee chairperson received an annual fee of $15,000, and members of the compensation committee received an annual fee of $7,500. The nominating and corporate governance committee chairperson received an annual fee of $10,000, and the members of the nominating and corporate governance committee received an annual fee of $5,000. The Lead Independent Director received an annual fee of $20,000. We also grant members of our board of directors stock awards in addition to the cash compensation described above. In August 2022, the compensation committee of our board of directors approved a restricted stock unit grant entitling each director to receive that number of shares of our common stock equal to approximately $200,000 divided by the then 30 calendar day average closing price of our common stock on the applicable date of grant, which was August 15, 2022. These grants vested 25% quarterly, such that the grant vested in full on the first anniversary of the grant, provided that the director continued to serve as a director through such vesting dates. The following table sets forth information concerning the compensation earned by each non-employee director who served during the last fiscal year. Our Co-Chief Executive Officers did not receive additional compensation for their service as directors and, consequently, no additional compensation is included in the table. The compensation received by our Co-Chief Executive Officers as employees is presented under “Compensation of Named Executive Officers—Summary Compensation Table.”

  8. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Virginia G. Breen | $50,000(2) | $257,539(10) | $307,539 | | Ellen Carnahan | $60,000(3) | $257,539(10) | $317,539 | | Jeffrey T. Diehl | $45,000(4) | $257,539(10) | $302,539 | | Robin L. Pederson | $42,500(5) | $257,539(10) | $300,039 | | Andres D. Reiner | $47,500(6) | $257,539(10) | $305,039 | | Kenneth B. Robinson | $45,000(7) | $257,539(10) | $302,539 | | Steven I. Sarowitz | $35,000(8) | $257,539(10) | $292,539 | | Ronald V. Waters III | $87,500(9) | $257,539(10) | $345,039 |

  9. Compensation of Directors

    (1)Amounts represent the aggregate grant date fair value of restricted stock units granted during the year computed in accordance with ASC Topic 718. Assumptions used in calculating the amounts reported in this column are set forth in Note 16 “Benefit Plans” of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Note that the amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that our directors may receive from the awards. (2)Consists of $35,000 annual retainer fee for service on the board of directors, $10,000 annual fee for service on the audit committee and $5,000 annual fee for service on the nominating and corporate governance committee. (3)Consists of $35,000 annual retainer fee for service on the board of directors, $10,000 annual fee for service on the audit committee and $15,000 annual fee for service as the chairwoman of the compensation committee. Ms. Carnahan resigned from her position on the board of directors, audit committee and compensation committee on August 31, 2023. (4)Consists of $35,000 annual retainer fee for service on the board of directors and $10,000 annual fee for service as the chairman of the nominating and corporate governance committee. (5)Consists of $35,000 annual retainer fee for service on the board of directors and $7,500 annual fee for service on the compensation committee. Mr. Pederson was appointed as Chair of the compensation committee on September 15, 2023. (6)Consists of $35,000 annual retainer fee for service on the board of directors, $7,500 annual fee for service on the compensation committee and $5,000 annual fee for service on the nominating and corporate governance committee. (7)Consists of $35,000 annual retainer fee for service on the board of directors and $10,000 annual fee for service on the audit committee. (8)Consists of $35,000 annual retainer fee for service on the board of directors. (9)Consists of $35,000 annual retainer fee for service on the board of directors, $20,000 annual fee for service as Lead Independent Director, $20,000 annual fee for service as the chairman of audit committee, $7,500 annual fee for service on the compensation committee and $5,000 annual fee for service on the nominating and corporate governance committee. (10)Consists of 946 restricted stock units, all of which vested by August 15, 2023.

  10. Virginia G. Breen Kenneth B. Robinson

    Virginia G. Breen Kenneth B. Robinson The foregoing Report of the Audit Committee shall not be deemed to be incorporated by reference into any filing of Paylocity under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except to the extent that Paylocity specifically incorporates such information by reference in such filing and shall not otherwise be deemed “filed” under either the Securities Act or the Exchange Act or considered to be “soliciting material.” Ms. Breard was appointed to the audit committee in October 2023, after the filing of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and therefore did not participate in the review and recommendation described in the Report of the Audit Committee. The following table sets forth information regarding our executive officers as of October 20, 2023.

  11. Virginia G. Breen Kenneth B. Robinson

    | Steven R. Beauchamp Co-Chief Executive Officer and Director Age: 51 | | | | Steven R. Beauchamp is our Co-Chief Executive Officer and a director. Prior to joining Paylocity in 2007, Mr. Beauchamp was employed by Paychex, Inc., from September 2002 to August 2007 and served as VP of Product Management and as a Corporate Officer. Mr. Beauchamp also served as Vice President of Payroll Operations for Advantage Payroll Services, Inc. from August 2001 to September 2002 after Advantage Payroll acquired Payroll Central where he served as President from May 1999 to August 2001. Mr. Beauchamp also spent three years in operations management with ADP Canada from May 1995 to April 1998. Mr. Beauchamp holds a B.B.A. from Wilfrid Laurier University and a M.B.A. from Queen’s University. |

  12. Virginia G. Breen Kenneth B. Robinson

    | Toby J. Williams President and Co-Chief Executive Officer and Director Age: 50 | | | | Toby J. Williams is our President and Co-Chief Executive Officer and has served as a director since March 2022. Prior to joining Paylocity as our Chief Financial Officer in September 2017, from February 2011 until August 2017, Mr. Williams held several positions at Ellucian, Inc., a provider of higher education software and services, most recently as Chief Product and Strategy Officer. Prior to joining Ellucian, Mr. Williams was the Director of Corporate Development of Paychex, Inc., a provider of human capital management solutions, from March 2006 to January 2011. Before joining Paychex, Mr. Williams was a senior associate in the investment banking division of Citigroup Global Markets Inc., an investment banking firm, from September 2004 to January 2006. From 1999 to 2004, Mr. Williams was an associate in private law practice, most recently with Holland & Knight LLP from 2002 until 2004. Mr. Williams holds a B.A. in Business Administration and Political Science from Houghton College and a M.B.A. and J.D. from The Ohio State University. |

  13. Virginia G. Breen Kenneth B. Robinson

    | Ryan Glenn Chief Financial Officer and Treasurer Age: 41 | | | | Ryan Glenn is our Chief Financial Officer and Treasurer. Prior to March 2022, he served as Senior Vice President of Finance of the Company since August 2021. From June 2018 to August 2021, Mr. Glenn served as the Company's Vice President, Financial Planning & Analysis and Investor Relations, and, from October 2013 to June 2018, Mr. Glenn held various financial leadership positions in the Company's Financial Planning & Analysis and Investor Relations department. Prior to joining Paylocity in October 2013, Mr. Glenn held various roles at PricewaterhouseCoopers LLP, a registered public accounting firm from 2010 to 2013, last serving as a Manager in the Capital Markets & Accounting Advisory Practice. Mr. Glenn earned a B.S. Summa Cum Laude from the University at Buffalo and a M.B.A from The Johnson School at Cornell University. |

  14. Virginia G. Breen Kenneth B. Robinson

    | Rachit Lohani Chief Technology Officer Age: 36 | | | | Rachit Lohani is our Chief Technology Officer. Prior to joining Paylocity in September 2021, Mr. Lohani served as the VP of Engineering from 2020 to 2021 at Atlassian. Prior to joining Atlassian, he served as Director of Engineering at Intuit from 2014 to 2020. Before joining Intuit, Mr. Lohani served in engineering leadership positions at Netflix from 2012 to 2014 and Videology Inc from 2009 to 2012. Mr. Lohani brings over 15 years of management experience building products and leading technological transformations. Mr. Lohani holds a M.S. in Computer Science and Engineering from the University at Buffalo and a M.S. in Mathematics and Computer Science from New York University. |

  15. Virginia G. Breen Kenneth B. Robinson

    | Joshua Scutt Senior Vice President of Sales Age: 52 | | | | Joshua Scutt has served as Senior Vice President of Sales at Paylocity since August 2021. From October 2018 to August 2021, he served as Vice President, Sales of the Company. Prior to joining Paylocity, Mr. Scutt served as Vice President of Enterprise Sales at NCR from February 2017 to October 2018. From 1997 to 2016, he served in various positions at ADP, including most recently as Senior Vice President of Small Business Sales. Mr. Scutt holds a B.A. degree in Education from Northern Michigan University. |

  16. Virginia G. Breen Kenneth B. Robinson

    | Katherine Ross Senior Vice President of Operations Age: 53 | | | | Katherine Ross is our Senior Vice President of Operations and joined the Company in December 2022. Prior to joining Paylocity, Ms. Ross served as the Divisional Vice President of Global Toxicology at Abbott from April to December 2022 and Divisional Vice President, North American Workplace Solutions from February 2020 to May 2022. From 1994 to 2020, Ms. Ross held increasing roles of responsibility at ADP, including most recently as Senior Vice President from September 2016 to February 2020. Ms. Ross holds a B.S. degree from Cornell University and an MBA for Northwestern University's Kellogg School of Management. |

  17. Virginia G. Breen Kenneth B. Robinson

    | Nicholas Rost Vice President and Chief Accounting Officer Age: 43 | | | | Nicholas Rost has served as Vice President and Chief Accounting Officer of the Company since September 2021. From May 2019 to September 2021, he served as Corporate Controller of the Company. From May 2017 through May 2019, Mr. Rost held various financial leadership roles at Joyson Safety Systems, including Chief Accounting Officer and Executive Director of Financial Planning and Analysis. From 2003 to 2017, Mr. Rost worked in a variety of roles at PricewaterhouseCoopers LLP, a registered public accounting firm, serving most recently as a Senior Manager in the Assurance Practice. Mr. Rost earned his B.S.B.A. degree in Accounting Information Systems from Central Michigan University. He is also a Certified Public Accountant. |

  18. Virginia G. Breen Kenneth B. Robinson

    The following discussion and analysis of compensation arrangements of our named executive officers should be read together with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual amount and form of compensation and the compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion. This section discusses the philosophy underlying our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation was awarded to and earned in fiscal 2023 by the following executive officers, which we refer to as our "named executive officers" in this Proxy statement, and places in perspective the data presented in the tables and narrative that follow: •Steven R. Beauchamp, our Co-Chief Executive Officer (“Co-CEO”); •Toby J. Williams, our President and Co-CEO; •Ryan Glenn, our Chief Financial Officer and Treasurer ("CFO"); •Rachit Lohani, our Chief Technology Officer; •Joshua Scutt, our Senior Vice President of Sales; and •Katherine Ross, our Senior Vice President of Operations(1); (1)Ms. Ross joined us as our Senior Vice President of Operations on December 1, 2022. We refer to our compensation committee in this Compensation Discussion and Analysis and the related compensation tables as the “Committee.” The members of the Committee in fiscal 2023 were Ellen Carnahan, Robin L. Pederson, Andres D. Reiner and Ronald V. Waters III. As disclosed elsewhere in this proxy statement, Ms. Carnahan resigned from our board of directors in August 2023.

  19. Fiscal 2023 Executive Compensation Highlights

    Fiscal 2023 Executive Compensation Highlights The following key compensation actions were taken with respect to the named executive officers for fiscal 2023: •Base Salaries: We adjusted the base salaries of certain of our named executive officers in order to appropriately compensate them given the level of performance and the competitive market. •Annual Cash Bonuses: The target bonus opportunities as a percentage of base salaries remained the same for our named executive officers as compared to the prior year. We paid annual cash bonuses to our named executive officers in order to encourage them to focus on the achievement of key short-term business objectives and reflect their achievement of the corporate performance objectives under our annual cash bonus incentive plan. •Long-Term Equity Incentive Compensation: We granted time-based restricted stock unit and market share unit awards for shares of our common stock in order to reward increases in stockholder value and achievement of corporate objectives. •Share Ownership Guidelines: We have adopted stock ownership guidelines for our named executive officers in order to promote the alignment of long-term interests of our named executive officers with our stockholders. •Stockholder Feedback: We hold annual non-binding advisory stockholder votes on the compensation program for our named executive officers commonly referred to as a “say on pay” vote. We received 93.4% of votes in favor of our say on pay proposal at the 2023 Annual Meeting of Stockholders. The Committee has considered and will continue to consider the outcome of our say on pay votes and our stockholders’ views when making compensation decisions for our named executive officers, including the outcomes of “Proposal No. 3 Advisory Vote to Approve the Compensation of our Named Executive Officers” at this Annual Meeting.

  20. Compensation Philosophy and Objectives

    | | What We Do | | What We Don’t Do | | Pay for Performance – a significant portion of our executive compensation program is not guaranteed and is dependent upon stock price appreciation and other variable, at-risk pay components that are disclosed to our stockholders Review Peer Compensation Data – prior to making executive compensation decisions we review peer company compensation data Annual Stockholder “Say on Pay” – we seek an annual non-binding advisory vote from stockholders to approve the executive compensation disclosed in our “Compensation Discussion and Analysis,” tabular disclosures and related narrative of this proxy statement Post-Employment Covenants – our executive employment agreements contain non-compete and non-solicit language in order to protect the business Modest Perquisites – providing only those that have a sound value to our business Caps on Incentive Payouts – we ensure that short-term incentives and our performance-based restricted stock unit awards cap payouts Mitigate Undue Risk – we have maintained a clawback policy applicable to our Co-CEOs and CFO since 2014 and recently adopted an executive compensation clawback policy that complies with Nasdaq Listing Rules and Rule 10D-1 under the Exchange Act, set multiple performance measures and targets and maintain robust Board and management processes to identify risks Robust Stock Ownership Guidelines – we ensure management acts and thinks like stockholders through stock ownership Independent Compensation Consultant – we seek third party executive compensation advice for the Committee from an independent consulting firm that does not perform any other services for our Company | | No Excise Tax Gross-Ups upon Change in Control – we do not provide tax gross-ups related to change in control No Pledging Shares of Company Stock Received as Compensation – named executive officers may not directly or indirectly pledge Paylocity common stock as collateral for any obligation No Hedging Shares of Company Stock Received as Compensation, named executive officers may not directly or indirectly engage in transactions intended to hedge or offset the market value of Paylocity common stock owned by them No Guaranteed Incentive Payouts – we do not provide guaranteed minimum bonuses | |

  21. The Role of the Committee and its Consultants and Advisors

    The Role of the Committee and its Consultants and Advisors The Committee’s primary duties are to regularly meet, review and advise our board of directors on the Company’s overall compensation philosophy, policies and plans, including a review of both regional and industry compensation practices and trends. The Committee is responsible for taking action with respect to compensation that will attract and retain the highest quality executives that will clearly articulate the relationship of corporate performance to executive compensation and that will reward executives for the Company’s progress. For a more complete description of the duties and responsibilities of the Committee, see the charter for the Committee posted on our website at: http://investors.paylocity.com. The Committee has engaged Compensia, an outside independent executive compensation consultant, to assist the Committee with executive compensation matters by providing market research and advisory support for base salary, bonus and equity compensation matters and to assist the Committee with assessing the Company’s peer group. Compensia annually develops a peer group study and an executive and non-employee director compensation review that is specific to the Company. Compensia does not provide other services to the Company. The Committee also uses the services of the Company’s human resources department and the Company’s outside counsel in making compensation-related decisions involving our named executive officers.

  22. Components of Executive Compensation

    Components of Executive Compensation We offer our named executive officers compensation in the following forms: •Base salaries to reward individual contributions and compensate for their day-to-day responsibilities; •Variable compensation in the form of performance-based bonuses that are directed to drive targeted corporate business goals and annual objectives; and •Equity compensation in the form of time-based restricted stock units and market share units in order to foster focus by our named executive officers on long-term objectives. Our equity compensation program is structured to align the long-term pay of our named executive officers with stockholder interests. We believe that equity awards are a significant compensation-related motivator in attracting and retaining executive-level employees, and our executive compensation program aims to appropriately balance the goals of motivating and rewarding our named executive officers, thereby promoting stability in our leadership. To promote alignment of our named executive officers’ interests with those of our stockholders and to focus our executives on achievement of certain annual performance-based metrics that the Committee considers critical to the Company’s future success, we also have an annual cash bonus program that varies above or below target levels commensurate with our performance. In addition, we have executive employment agreements with each of our named executive officers in order to secure their positions with the Company and to increase the executives’ focus with the Company notwithstanding the high demand for services that may exist within the executives’ locality and the Company’s competitors in the technology sector. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Therefore, we generally do not provide perquisites or other personal benefits to our named executive officers except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our named executive officers more efficient and effective, and for recruitment and retention purposes. During fiscal 2023, other than the perquisites or other benefits detailed under "Compensation of Named Executive Officers—Summary Compensation Table", none of the named executive officers received perquisites or other personal benefits that were, in the aggregate, $10,000 or more for each individual. In addition, we do not provide our named executive officers retirement plan benefits or health and welfare plan benefits, other than executive health and wellness screenings, that deviate from what is generally offered to employees of the Company. We view these components of compensation as related, but the Committee does not review total compensation for the named executive officers in making a decision with regard to a component of compensation because the Committee does not believe that significant compensation derived from one component of compensation should negate or reduce compensation from other components. The Committee instead believes that each component of compensation is intended to reward different goals, as well as skills, responsibilities and duties of the executive. As a result, the appropriate level for each compensation component is based in part, but not exclusively, on peer group survey data and our recruiting and retention goals, our view of internal equity and consistency and other considerations we deem relevant, such as rewarding extraordinary performance, for such component of compensation. In determining named executive officer compensation, the Company considers the following factors:

  23. Components of Executive Compensation

    | •the Company’s performance in the previous fiscal year; •the Company’s growth from the previous fiscal year; •long-term retention value; •the Company’s outlook and operating plan for the upcoming fiscal year; •assistance from the Committee’s advisors and consultants, as described under “The Role of the Committee and its Consultants and Advisors”, including the compensation analysis prepared by Compensia; •the named executive officer’s role; •an evaluation of the named executive officer’s individual performance and overall impact on the Company; •the size of the aggregate equity pool available for awards for the year and the relative allocation of such pool among the named executive officers and other participants; •overall equity burn rates as well as equity overhang levels; •the value of, and expense associated with, proposed and previously awarded equity grants, including the long-term retention value of past awards; and •compensation trends and competitive factors in the market for talent in which the Company competes. |

  24. Components of Executive Compensation

    The Committee performs an annual strategic review of compensation for our named executive officers and the Company’s peer group to determine whether we provide adequate incentives and motivation to our named executive officers. To this end, the Committee reviews survey data and compensation data of peer companies annually when it reviews named executive officer compensation. For fiscal 2023, the Committee, based on an analysis put together by Compensia, developed the Company’s peer group for purposes of advising the Committee on its assessment of base salary, equity compensation and variable cash bonus opportunities for our named executive officers. After comments from Company management, the Committee reviewed the peer group assessment criteria, including peer group company location, industry, direct peers, revenue ranges, market capitalization, increases in market capitalization and revenue growth rate. The peer group was selected from companies that provide systems software or internet software and services, or enterprise software applications that are headquartered in the United States. Additionally, we focused on peers that generally have revenue growth of 10% or more, that are approximately 0.5 to 2.0 times our trailing 12-month revenue and/or have a market capitalization rate of 0.3 to 3.0 times that of our own 30 trading day average market capitalization. None of the criteria are fixed and the Committee retains the discretion to determine the Company’s peer group for compensation purposes. For fiscal 2023, our peer group as determined by the Committee consisted of the following:

  25. Components of Executive Compensation

    Notwithstanding the use of a peer group analysis to assess named executive officer compensation, the Committee does not benchmark individual components of compensation or the total compensation paid to our named executive officers. The Committee also does not consider realized or realizable pay in making compensation decisions. The Committee makes decisions on named executive officer compensation for each component thereof based on a variety of factors described above.

  26. Variable Compensation Under Our Annual Bonus Plan

    Variable Compensation Under Our Annual Bonus Plan We maintain a variable compensation plan in the form of an annual cash bonus plan to reward the performance of our named executive officers in achieving our corporate goals and to primarily align this element of pay for our named executive officers with corporate performance. Based on the Committee’s review of survey data from peer group analysis, we maintained the target bonus opportunity under our annual cash bonus plan for each of our named executive officers at competitive levels. For fiscal 2023, our Committee established the following corporate performance measures based 60% upon Recurring and other revenue and 40% upon Adjusted EBITDA targets to assess the cash bonus opportunity for each named executive officer:

  27. Variable Compensation Under Our Annual Bonus Plan

    | Achievement Level | Recurring and Other Revenue | Adjusted EBITDA | Corresponding Payout as % of Target (for each metric) | | Maximum | $1,087,000,000 | $329,000,000 | 150% | | Target | $1,072,000,000 | $321,000,000 | 100% | | Threshold | $1,057,000,000 | $313,000,000 | 50% |

  28. Variable Compensation Under Our Annual Bonus Plan

    We focused on these factors in our annual cash bonus plan for fiscal 2023 because they are important indicators of our ability to monetize our products and services. At the time the corporate performance measures were set, the Committee believed that these corporate performance measures provided a more accurate gauge of our success and that the achievement of the corporate performance measures at the target levels would require extraordinary efforts, excellent leadership, effective leveraging of our competencies and a focus on driving results. Based on actual performance for fiscal 2023, the Company achieved $1,098,036,000 in Recurring and other revenue and $375,183,000 in Adjusted EBITDA and therefore exceeded the maximum performance targets. Accordingly, the Committee determined that our named executive officers had earned and would be paid the following cash bonuses under our annual cash bonus plan for fiscal 2023, which were paid in fiscal 2024:

  29. Variable Compensation Under Our Annual Bonus Plan

    | Named Executive Officer | Fiscal 2023 Target Cash Bonus Opportunity (as a percentage of Base Salary) | Fiscal 2023 Target Cash Bonus Opportunity | Fiscal 2023 Bonus Payment Paid in Fiscal 2024 (as a percentage of Base Salary) | Fiscal 2023 Bonus Payment Paid in Fiscal 2024 | Fiscal 2023 Bonus Payment (as a percentage of target) | | Steven R. Beauchamp | 100% | $638,400 | 150% | $957,600 | 150% | | Toby J. Williams | 100% | $638,400 | 150% | $957,600 | 150% | | Ryan Glenn | 75% | $280,875 | 113% | $421,313 | 150% | | Rachit Lohani | 55% | $244,860 | 83% | $367,290 | 150% | | Joshua Scutt | 75% | $315,000 | 113% | $472,500 | 150% | | Katherine Ross(1) | 55% | $127,781 | 82% | $191,671 | 150% |

  30. Variable Compensation Under Our Annual Bonus Plan

    (1)The bonus opportunity and payment for Ms. Ross for fiscal 2023 paid in fiscal 2024 was prorated based on the amount of time served in her role during the fiscal year. Ms. Ross joined us as our Senior Vice President of Operations on December 1, 2022.

  31. Equity Compensation

    Equity Compensation Currently, the equity compensation issued to each of our named executive officers consists of restricted stock units (“RSUs”) and market share units (“MSUs”). The amount and type of equity awards granted to our named executive officers reflects the Committee’s desire to remain competitive with the Company’s peer group while taking into consideration overall retention goals and achievement of corporate executives. For fiscal 2023, we remained competitive for positioning the equity awards granted to our named executive officers due to corporate performance and a strong desire to retain our named executive officers during an upcoming period that we feel will be critical to the Company’s growth and our long-term strategic planning. Accordingly, certain equity awards granted to our named executive officers in fiscal 2023 include retention attributes that are weighted to the beginning of fiscal 2026. Because RSUs representing the right to receive shares of our common stock upon settlement have value even in the absence of stock price appreciation, the Committee believes we are able to incent and retain our named executive officers using fewer shares of our common stock, thereby reducing the dilutive impact of our long-term equity awards and allowing us to use our equity compensation resources more efficiently. Since their value increases with any increase in the value of the underlying shares, RSUs serve as an incentive which aligns with the long-term interests of our named executive officers and stockholders. In addition, the multi-year vesting requirement serves our retention objectives since our named executive officers must remain continuously employed by us through the applicable vesting dates to fully earn these awards. For fiscal 2023, the Committee granted MSUs that are tied to our stock price performance, further aligning the interests of our named executive officers with those of our stockholders. The performance conditions for the awards granted in fiscal 2023 will be based on long-term stockholder value creation relative to comparable companies, with vesting of the MSU awards based on total stockholder return (“TSR”) as compared to the Russell 3000 Index for the three-year performance period from August 31, 2022 through August 31, 2025. The Company’s named executive officers will have the opportunity to earn the minimum shares by achieving a threshold level of performance and an opportunity to earn up to 200% of the target shares for superior performance. The Committee believes that these TSR performance conditions will further align the interests of our named executive officers with the interests of our stockholders and provide incentives that will encourage behaviors that will maximize stockholder value. If our relative TSR percentile over the performance measurement period of three years equals or exceeds the 60th percentile, then the target number of units will be earned. The Company’s relative TSR percentile is determined by ranking the group of benchmark companies (other than the Company) from the highest to the lowest according to their respective TSR for the performance period, then calculating the TSR percentile ranking of the Company relative to other companies in the group of benchmark companies. If our relative TSR percentile is less than the 25th percentile, no payout is earned. If our relative TSR percentile is greater than the 25th percentile, award payouts may range from 25% up to 200% of target scaled to the relative TSR percentile, as shown in the TSR Percentile Payout Table below:

  32. Equity Compensation

    | Relative TSR Percentile | Payout % of Target MSUs(1) | | 80th Percentile or Above | 200% | | 60th Percentile | 100% | | 35th Percentile | 50% | | 25th Percentile | 25% | | Below 25th Percentile | 0% |

  33. Equity Compensation

    (1)To the extent relative TSR falls between two discrete points in the chart above, linear interpolation shall be used to determine the Payout % of Target MSUs corresponding to the Relative TSR Percentile as set forth in the award agreement.

  34. Fiscal 2023 RSU and MSU Awards

    Fiscal 2023 RSU and MSU Awards On August 15, 2022, the Committee approved grants of RSU and MSU awards to our named executive officers as an effective retention tool that rewards continued service with us. The number of equity awards granted was determined by dividing the target grant value by the average price of our common stock for the 30 calendar days preceding the grant date. The target grant values and number of awards granted are summarized below:

  35. Fiscal 2023 RSU and MSU Awards

    | | RSU Awards | | MSU Awards | | | | Named Executive Officer | Target Grant Value | Number of Shares Subject to Equity Awards(1) | Target Grant Value | | Number of Shares Subject to Equity Awards(2) | | Steven R. Beauchamp | $6,363,000 | 30,079 | | $6,363,000 | 30,079 | | Toby J. Williams | $6,363,000 | 30,079 | | $6,363,000 | 30,079 | | Ryan Glenn | $2,525,000 | 11,937 | | $1,075,000 | 5,083 | | Rachit Lohani | $2,325,000 | 10,992 | | $1,000,000 | 4,728 | | Joshua Scutt | $2,300,000 | 10,874 | | $1,000,000 | 4,728 |

  36. Fiscal 2023 RSU and MSU Awards

    (1)Vests 6.25% on each three-month anniversary of the date of grant subject to continued service through each applicable vesting date. (2)Vests based on certain TSR percentile rank performance targets achieved during a three-year performance period ending on August 31, 2025. The Committee granted certain RSU and MSU awards to Ms. Ross upon her appointment as Senior Vice President, Operations on December 1, 2022. The number of shares subject to these equity awards granted were determined by dividing the target grant values by the closing stock price on the date of grant.

  37. Fiscal 2023 RSU and MSU Awards

    | | RSU Awards | | MSU Awards | | | Named Executive Officer | Target Grant Value | Number of Shares Subject to Equity Awards(1) | Target Grant Value | Number of Shares Subject to Equity Awards(2) | | Katherine Ross | $2,800,000 | 12,537 | $700,000 | 3,134 |

  38. Fiscal 2023 RSU and MSU Awards

    (1)Vests 6.25% on each three-month anniversary of the date of grant subject to continued service through each applicable vesting date. (2)Vests based on certain TSR percentile rank performance targets achieved during a three-year performance period ending on August 31, 2025.

  39. Employment Agreement with Katherine Ross

    Employment Agreement with Katherine Ross In December 2022, we hired Ms. Ross as our Senior Vice President of Operations and entered into an employment agreement with her as further described under "Compensation of Named Executive Officers—Employment Agreements and Arrangements". Ms. Ross's onboarding compensation package included: •Base salary of $400,000 •Target annual cash bonus of 55% of base salary •Sign-on cash bonus of $310,066 •12,537 RSUs •3,134 MSUs The Committee determined that these base salary and annual bonus target levels were appropriate in order to induce Ms. Ross's commencement of employment and in order to establish her base salary and annual cash incentive compensation levels in line with those of the rest of our executive officers. The Committee determined that the sign-on cash bonus described above were appropriate in order to induce Ms. Ross’s commencement of employment. The Committee also determined that the RSU and MSU grants to Ms. Ross were appropriate in order to give Ms. Ross an equity stake in our business and thereby align her interests with those of our stockholders.

  40. Severance and Change of Control Payments

    Severance and Change of Control Payments In connection with the hiring of certain named executive officers, we have provided, often through the process of negotiation, for certain severance and change of control benefits under specified circumstances in their employment agreement. We believe these severance and change in control benefits are consistent with those provided by our peer group and are an essential element of our overall executive compensation package due to the competitive market for executive talent in our industry. The Compensation Committee believes that the severance and change in control benefits are an important element of the named executive officers’ retention and motivation and that the benefits of such agreements, including generally requiring a release of claims against us and entering into a non-competition agreement as a condition to receiving any severance benefits, are in our best interests. Equity vesting acceleration benefits are provided in connection with a change in control are intended to eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change in control transactions that may be in the best interests of our stockholders. For quantification of any additional information regarding the severance and change of control benefits, please see the discussion under “Compensation of Named Executive Officers—Employment Agreements and Arrangements” and “Compensation of Named Executive Officers Potential Payments Upon Termination or Change in Control.”

  41. Policy Regarding the Pricing and Timing of Equity Awards

    Policy Regarding the Pricing and Timing of Equity Awards While we have not yet adopted a formal policy regarding the timing of equity awards, it has been our practice as a public company, which we expect to continue, that the timing of equity award grants to our named executive officers aligns with the timing of equity awards granted to our eligible general employee base. This timing is not scheduled in a manner that intentionally benefits our named executive officers or employees. Additionally, stock options have an exercise price not less than the fair value of the underlying stock on the date of grant. All outstanding equity awards to our named executive officers have been granted and reflected in our consolidated financial statements, based upon the applicable accounting guidance.

  42. Risk Considerations

    Risk Considerations The Committee has assessed whether the compensation paid to our named executive officers encourages risk-taking behavior, and the Committee does not believe that the compensation programs for our named executive officers are likely to lead to taking on more risks than are appropriate from a sound business judgment perspective. The Committee’s approach to compensation beyond base salary focuses heavily on company-wide and long-term performance. For instance, for fiscal 2023, incentives underlying annual cash bonuses were tied to Company performance measures. Since this metric has a Company-wide focus, the Committee does not believe that it generally incentivizes high-risk behavior by our named executive officers compared to annual bonuses based upon narrowly focused individual performance. The Company’s equity awards may consist of stock options, restricted stock units and market share units. The performance of both compensation elements generally reflects the overall market performance of the Company’s stock over a long period of time. The Committee does not believe that this structure of equity awards incentivizes high-risk behavior. Our compensation schemes are designed to be in place over several years, and the Committee believes they are designed to reward sustained long-term profitable growth of the Company.

  43. No Reimbursement for “Golden Parachute” Taxes

    No Reimbursement for “Golden Parachute” Taxes Internal Revenue Code Sections 280G and 4999 provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of the Company that exceed certain prescribed limits and that the Company (or a successor) may forfeit a deduction on the amounts subject to this additional tax. We have not agreed and are not otherwise obligated to provide any named executive officer with a reimbursement or “gross-up” payment for any tax liability that the executive might owe as a result of the application of Internal Revenue Code Section 4999.

  44. Summary Compensation Table

    Summary Compensation Table The following table presents compensation information for the fiscal years ended June 30, 2023, 2022 and 2021 paid to, or earned by, our principal executive officers, principal financial officer and our three other most highly compensated executive officers as of June 30, 2023. We refer to these executive officers as our “named executive officers” in this Proxy Statement. For the fiscal year ended June 30, 2023, our named executive officers were Steven R. Beauchamp, Toby J. Williams, Ryan Glenn, Rachit Lohani, Joshua Scott and Katherine Ross. No disclosure is provided for persons for years in which the executive officer was not a named executive officer.

  45. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus(2) | Stock-based Awards(3) | Non-Equity Incentive Plan Compensation(5) | All Other Compensation(6) | Total | | Steven R. Beauchamp Co-Chief Executive Officer | 2023 | $625,333 | $— | $19,975,163 | $957,600 | $25,269 | $21,583,365 | | | 2022 | $560,000 | $— | $13,853,776 | $840,000 | $38,949 | $15,292,725 | | | 2021 | $560,000 | $— | $13,555,625(4) | $840,000 | $25,164 | $14,980,789 | | Toby J. Williams(7) President and Co-Chief Executive Officer | 2023 | $625,333 | $— | $19,975,163 | $957,600 | $114,476 | $21,672,572 | | | 2022 | $459,667 | $— | $7,301,187 | $588,386 | $73,230 | $8,422,470 | | | 2021 | $400,000 | $— | $4,787,452(4) | $450,000 | $29,875 | $5,667,327 | | Ryan Glenn(8) Chief Financial Officer and Treasurer | 2023 | $370,417 | $— | $5,241,502 | $421,313 | $16,745 | $6,049,977 | | | 2022 | $302,383 | $— | $2,325,596 | $276,781 | $27,520 | $2,932,280 | | Rachit Lohani(9) Chief Technology Officer | 2023 | $441,000 | $— | $4,845,129 | $367,290 | $9,183 | $5,662,602 | | | 2022 | $315,000 | $150,000 | $9,853,584 | $346,500 | $15,103 | $10,680,187 | | Joshua Scutt Senior Vice President of Sales | 2023 | $408,333 | $— | $4,813,005 | $472,500 | $92,219 | $5,786,057 | | Katherine Ross(10) Senior Vice President of Operations | 2023 | $233,333 | $310,066 | $3,734,134 | $191,671 | $15,922 | $4,485,126 |

  46. Summary Compensation Table

    (1)Amounts represent salary earned during each fiscal year presented based on any changes approved by the Committee. Annual changes in salary are effective as of September 1 for each of the fiscal years presented and changes due to the promotions of Mr. Williams to President and Co-Chief Executive Officer and Mr. Glenn to Chief Financial Officer and Treasurer during fiscal 2022 were effective on March 11, 2022. The salary presented for Mr. Lohani for fiscal 2022 is the prorated earned amount based on the start of his employment on September 27, 2021, and the salary presented for Ms. Ross for fiscal 2023 is the prorated earned amount based on the start of her employment on December 1, 2022. (2)Mr. Lohani received a one-time $150,000 sign-on bonus paid upon the start of his employment in fiscal 2022. Ms. Ross received a one-time $310,066 sign-on bonus related to her employment in fiscal 2023. (3)Amounts represent the aggregate grant date fair value of stock awards granted during the year computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). Assumptions used in calculating these stock awards in this column are set forth in Note 16 “Benefit Plans” of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, disregarding estimates of forfeitures relating to service-based vesting conditions. The fair value of our MSU awards is estimated at the date of grant using a Monte-Carlo simulation. The Monte Carlo simulation used to calculate the fair value of the MSUs simulates the present value of the potential outcomes of future stock prices of the Company and the Russell 3000 Index over the requisite service period. The projection of stock prices is based on the risk-free rate of return, the volatility of the stock price of the Company and the Russell 3000 Index, and the correlation of the stock price of the Company with the Index. The table below presents the aggregate grant date fair value of the MSU awards granted in fiscal 2023 assuming achievement at the maximum level of achievement:

  47. Summary Compensation Table

    | Name | Maximum Grant Date Fair Value of MSU Awards | | Steven R. Beauchamp | $23,572,912 | | Toby J. Williams | $23,572,912 | | Ryan Glenn | $3,983,547 | | Rachit Lohani | $3,705,334 | | Joshua Scutt | $3,705,334 | | Katherine Ross | $1,867,488 |

  48. Summary Compensation Table

    (4)The PRSUs granted to the named executive officers on August 15, 2019 were modified on August 10, 2020. These amounts for fiscal 2021 do not reflect the grant of new awards, but instead represent the accounting cost of the modification of the performance targets reflected in outstanding awards to reflect the operating and financial impacts of COVID-19. Although the incremental fair value of these modifications is required to be reported in this table for fiscal 2021, the modification of these awards does not reflect any incremental grants to the named executive officers. The table below sets forth the initial grant date fair value and the incremental fair value of the modified awards:

  49. Summary Compensation Table

    | Name | Initial Grant Date Fair Value | Incremental Grant Date Fair Value | | Steven R. Beauchamp | $3,240,654 | $4,339,353 | | Toby J. Williams | $954,846 | $1,278,574 |

  50. Summary Compensation Table

    We are presenting the table below to show how the Committee viewed the named executive officers' annual compensation for fiscal 2021. This table presents the amounts reported in the Total column by subtracting the amounts reported for the modification of outstanding fiscal 2021 PRSU awards to show how year-over-year compensation changes without including adjustments to previously outstanding awards. This table provides supplemental disclosure and should not be used as a substitute for the amounts reported in the Total column.

  51. Summary Compensation Table

    | Name | Fiscal 2020 Total Compensation | Fiscal 2021 Total Compensation (excluding PRSU modification) | Fiscal 2021 Total Compensation (including PRSU modification) | | Steven R. Beauchamp | $9,104,808 | $10,641,436 | $14,980,789 | | Toby J. Williams | $3,850,990 | $4,388,753 | $5,667,327 |

  52. Summary Compensation Table

    (5)Represents amounts paid under our cash bonus plan for fiscal 2023 based on the achievement of performance criteria. See "Compensation Discussion and Analysis - Variable Compensation Under Our Annual Bonus Plan" for additional information. (6)Amounts shown in this column are detailed in the table below:

  53. Summary Compensation Table

    | Name | Company Funded 401(k) Matching Contributions | Commuting Expenses | Other* | | Steven R. Beauchamp | $10,972 | $— | $14,297 | | Toby J. Williams | $13,581 | $77,710 | $23,185 | | Ryan Glenn | $10,575 | $— | $6,170 | | Rachit Lohani | $8,344 | $— | $839 | | Joshua Scutt | $14,138 | $40,945 | $37,136 | | Katherine Ross | $10,202 | $— | $5,720 |

  54. Summary Compensation Table

    * Includes amounts paid for executive health and wellness screening, spousal travel benefits provided to Mr. Beauchamp, Mr. Scutt and Mr. Williams for a company-sponsored incentive trip, Mr. Scutt's annual car allowance and Mr. Scutt's tax gross-up of $17,464. (7)Mr. Williams was promoted from Chief Financial Officer to President and Co-Chief Executive Officer on March 11, 2022. (8)Mr. Glenn was promoted from Senior Vice President Finance to Chief Financial Officer and Treasurer on March 11, 2022. (9)Mr. Lohani was hired as our Chief Technology Officer on September 27, 2021. (10)Ms. Ross was hired as our Senior Vice President of Operations on December 1, 2022.

  55. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table sets forth information regarding grants of plan-based cash and equity awards made to our named executive officers during fiscal 2023.

  56. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards(3) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Steven R. Beauchamp | n/a | $319,200 | $638,400 | $957,600 | — | — | — | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 30,079 | — | $8,188,707 | | | 8/15/2022 | — | — | — | 7,520 | 30,079 | 60,158 | — | — | $11,786,456 | | Toby J. Williams | n/a | $319,200 | $638,400 | $957,600 | — | — | — | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 30,079 | — | $8,188,707 | | | 8/15/2022 | — | — | — | 7,520 | 30,079 | 60,158 | — | — | $11,786,456 | | Ryan Glenn | n/a | $140,438 | $280,875 | $421,313 | — | — | — | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 11,937 | — | $3,249,729 | | | 8/15/2022 | — | — | — | 1,271 | 5,083 | 10,166 | — | | $1,991,773 | | Rachit Lohani | n/a | $122,430 | $244,860 | $367,290 | — | — | — | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 10,992 | — | $2,992,462 | | | 8/15/2022 | — | — | — | 1,182 | 4,728 | 9,456 | — | — | $1,852,667 | | Joshua Scutt | n/a | $157,500 | $315,000 | $472,500 | — | — | — | — | — | — | | | 8/15/2022 | — | — | — | — | — | — | 10,874 | — | $2,960,338 | | | 8/15/2022 | — | — | — | 1,182 | 4,728 | 9,456 | — | — | $1,852,667 | | Katherine Ross | n/a | $63,891 | $127,781 | $191,672 | — | — | — | — | — | — | | | 12/1/2022 | — | — | — | — | — | — | 12,537 | — | $2,800,390 | | | 12/1/2022 | — | — | — | 784 | 3,134 | 6,268 | — | — | $933,744 |

  57. Grants of Plan-Based Awards in Fiscal 2023

    (1)The amounts reported in this column represent amounts payable under our cash bonus plan for fiscal 2023. Actual bonuses received under the cash bonus plan by the named executive officers are reported in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” (2)Represents RSUs. (3)Amounts represent the grant date fair values of RSUs and MSUs granted during the fiscal year computed in accordance with ASC Topic 718, excluding the impact of estimated forfeitures. Assumptions used in calculating the amounts reported in this column are set forth in Note 15 “Benefit Plans” of the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023.

  58. Outstanding Equity Awards at June 30, 2023

    Outstanding Equity Awards at June 30, 2023 The following table sets forth information regarding outstanding equity awards held by our named executive officers at June 30, 2023.

  59. Outstanding Equity Awards at June 30, 2023

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options exercisable (1) | Number of securities underlying unexercised options unexercisable(1) | Option exercise price | Option expiration date | Number of shares or units of stock that have not yet vested | Market value of shares or units of stock that have not yet vested | Equity incentive plan awards: number of unearned shares, units or other rights that have not yet vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested | | Steven R. Beauchamp | 14,716 | — | $17.00 | 3/18/2024 | 12,229(2) | $2,256,617 | 29,453(10) | $5,434,962 | | | 107,400 | — | $24.80 | 8/18/2024 | 18,408(3) | $3,396,828 | 18,927(11) | $3,492,599 | | | 53,000 | — | $35.28 | 8/17/2025 | 21,292(4) | $3,929,013 | 30,079(12) | $5,550,478 | | | — | — | — | — | 24,440(5) | $4,509,913 | — | — | | Toby J. Williams | — | — | — | — | 5,605(2) | $1,034,291 | 8,679(10) | $1,601,536 | | | — | — | — | — | 8,437(3) | $1,556,880 | 5,633(11) | $1,039,457 | | | — | — | — | — | 9,858(4) | $1,819,097 | 30,079(12) | $5,550,478 | | | — | — | — | — | 7,914(6) | $1,460,370 | — | — | | | — | — | — | — | 24,440(5) | $4,509,913 | — | — | | Ryan Glenn | — | — | — | — | 1,043(2) | $192,465 | 2,192(10) | $404,490 | | | — | — | — | — | 1,570(3) | $289,712 | 1,409(11) | $260,003 | | | — | — | — | — | 2,464(4) | $454,682 | 5,083(12) | $937,966 | | | — | — | — | — | 3,957(6) | $730,185 | — | — | | | — | — | — | — | 9,699(5) | $1,789,756 | — | — | | Rachit Lohani | — | — | — | — | 21,973(7) | $4,054,678 | 3,509(13) | $647,516 | | | — | — | — | — | 8,931(5) | $1,648,037 | 4,728(12) | $872,458 | | Joshua Scutt | — | — | — | — | 728(2) | $134,338 | 2,192(10) | $404,490 | | | — | — | — | — | 1,461(3) | $269,598 | 1,690(11) | $311,856 | | | — | — | — | — | 2,957(4) | $545,655 | 4,728(12) | $872,458 | | | — | — | — | — | 4,535(8) | $836,844 | — | — | | | — | — | — | — | 8,836(5) | $1,630,507 | — | — | | Katherine Ross | — | — | — | — | 10,971(9) | $2,024,479 | 3,134(14) | $578,317 |

  60. Outstanding Equity Awards at June 30, 2023

    (1)Shares of common stock. (2)The RSUs vest annually in four equal installments beginning on August 15, 2020. (3)The RSUs vest annually in four equal installments beginning on August 14, 2021. (4)The RSUs vest annually in four equal installments beginning on August 16, 2022. (5)The RSUs vest every three months in 16 equal installments beginning on November 15, 2022. (6)The RSUs vest annually in four equal installments beginning on March 11, 2023. (7)The RSUs vest annually in four equal installments beginning October 1, 2022. (8) The RSUs vest annual in four equal installments beginning on May 9, 2023. (9)The RSUs vest every three months in 16 equal installments beginning on March 1, 2023. (10)The MSUs were granted on August 14, 2020 and vested on September 7, 2023 at 120% of target based on TSR percentile rank performance targets achieved between August 31, 2020 and August 31, 2023 as compared to the Russell 3000 Index. The amounts reported in the table reflect the number of shares subject to these MSUs that actually vested. The amounts reported in the table do not correspond to the actual economic value that our named executive officers received from these awards. (11)The MSUs were granted on August 16, 2021 and will vest on September 1, 2024 based on TSR percentile rank performance targets achieved between August 31, 2021 and August 31, 2024 as compared to the Russell 3000 Index. The amount included in the table reflects the number of MSUs that have not vested or been earned based on the target performance goal. The amounts reported in the table do not correspond to the actual economic value that our named executive officers may receive from these awards. (12)The MSUs were granted on August 15, 2022 and will vest on September 1, 2025 based on TSR percentile rank performance targets achieved between August 31, 2022 and August 31, 2025 as compared to the Russell 3000 Index. The amount included in the table reflects the number of MSUs that have not vested or been earned based on the target performance goal. The amounts reported in the table do not correspond to the actual economic value that our named executive officers may receive from these awards. (13)The MSUs were granted on October 1, 2021 and will vest on October 1, 2024 based on TSR percentile rank performance targets achieved between August 31, 2021 and August 31, 2024 as compared to the Russell 3000 Index. The amount included in the table reflects the number of MSUs that have not vested or been earned based on the target performance goal. The amounts reported in the table do not correspond to the actual economic value that our named executive officers may receive from these awards. (14)The MSUs were granted on December 1, 2022 and will vest on December 1, 2025 based on TSR percentile rank performance targets achieved between August 31, 2022 and August 31, 2025 as compared to the Russell 3000 Index. The amount included in the table reflects the number of MSUs that have not vested or been earned based on the target performance goal. The amounts reported in the table do not correspond to the actual economic value that our named executive officers may receive from these awards.

  61. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table sets forth the number of shares of common stock acquired during fiscal 2023 by our named executive officers upon the exercise of stock options and the vesting of restricted stock unit awards and the value realized upon such exercise or vesting.

  62. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired Upon Vesting (#) | Value Realized on Vesting ($)(2) | | Steven R. Beauchamp | 91,950 | $17,986,350 | 99,704 | $26,089,846 | | Toby J. Williams | — | $— | 43,368 | $10,897,884 | | Ryan Glenn | — | $— | 9,849 | $2,346,323 | | Rachit Lohani | — | $— | 9,386 | $2,177,631 | | Joshua Scutt | — | $— | 11,352 | $2,668,031 | | Katherine Ross | — | $— | 1,566 | $286,057 |

  63. Option Exercises and Stock Vested in Fiscal 2023

    (1)Calculated by multiplying (i) the fair market value of common stock on the exercise date, which was determined using the closing price on Nasdaq of a share of common stock on the date prior to the day of exercise, or if such day is a holiday, on the immediately preceding trading day, or the disposition price if the shares are disposed of in a disqualified disposition, minus the exercise price, by (ii) the number of shares of common stock acquired upon exercise. (2)Calculated by multiplying (i) the fair market value of common stock on the vesting date, which was determined using the closing price on Nasdaq of a share of common stock on the date prior to the day of vesting, or if such day is a holiday, on the immediately preceding trading day, by (ii) the number of shares of common stock acquired upon vesting.

  64. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers have agreed not to solicit our employees or customers during employment and for a period of 12 months after the termination of employment, not to compete with us or assist any other person to compete with us during employment and for a period of 12 months after the termination of employment, and to protect our confidential and proprietary information and to assign to us intellectual property developed during the course of employment. The table below estimates the payments and benefits that each of our named executive officers would have received in the event his or her employment had been involuntarily terminated without “cause” (as defined in each of their respective employment agreements and discussed in “Compensation of Named Executive Officers – Employment Agreements and Arrangements”), and other than in connection with their death or disability and not in connection with a change in control as of June 30, 2023.

  65. Potential Payments Upon Termination or Change in Control

    | Name | Cash Payments | | Steven R. Beauchamp | $638,400 | | Toby J. Williams | $638,400 | | Ryan Glenn | $374,500 | | Rachit Lohani | $445,200 | | Joshua Scutt | $420,000 | | Katherine Ross | $400,000 |

  66. Potential Payments Upon Termination or Change in Control

    The table below estimates the benefits that each of our named executive officers would have received in the event that a change of control occurred on June 30, 2023. If our named executive officers were also involuntarily terminated in connection with such change of control, they would also receive the cash severance benefits set forth above.

  67. Potential Payments Upon Termination or Change in Control

    | | Equity Acceleration | | | Name | Shares | Market Value of Accelerated Equity (net of exercise price, if any) ($)(1) | | Steven R. Beauchamp | 118,560 | $21,877,877 | | Toby J. Williams | 74,022 | $13,659,280 | | Ryan Glenn | 22,582 | $4,167,056 | | Rachit Lohani | 34,191 | $6,309,265 | | Joshua Scutt | 22,447 | $4,142,145 | | Katherine Ross | 11,754 | $2,168,966 |

  68. Potential Payments Upon Termination or Change in Control

    (1)Based upon a closing price of $184.53 of our common stock on Nasdaq on June 30, 2023. The market value of RSU acceleration is calculated by multiplying (i) $184.53, by (ii) the number of shares of common stock underlying the accelerated RSUs. The market value of MSU acceleration is calculated by multiplying (i) $184.53, by (ii) the number of shares of common stock underlying the accelerated MSUs based on expected achievement of performance goals attributable to such outstanding awards as of June 30, 2023. The table below estimates the benefits that each of our named executive officers would have received in the event that their death or disability occurred on June 30, 2023. They would not have received any cash payments upon such an event occurring.

  69. Potential Payments Upon Termination or Change in Control

    | | Equity Acceleration | | | Name | Shares | Market Value of Accelerated Equity (net of exercise price, if any) ($)(1) | | Steven R. Beauchamp | 107,503 | $19,837,529 | | Toby J. Williams | 66,970 | $12,357,974 | | Ryan Glenn | 21,251 | $3,921,447 | | Rachit Lohani | 33,158 | $6,118,646 | | Joshua Scutt | 21,114 | $3,896,166 | | Katherine Ross | 11,136 | $2,054,926 |

  70. Potential Payments Upon Termination or Change in Control

    (1)Based upon a closing price of $184.53 of our common stock on Nasdaq on June 30, 2023. The market value of RSU acceleration is calculated by multiplying (i) $184.53, by (ii) the number of shares of common stock underlying the accelerated RSUs. The market value of MSU acceleration is calculated by multiplying (i) $184.53, by (ii) the prorated number of shares of common stock underlying the accelerated MSUs based on the number of calendar days each named executive officers would have been employed over the total number of calendar days in the performance period and expected achievement of performance goals attributable to such outstanding awards as of June 30, 2023.

  71. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Act, we are providing disclosure regarding the ratio of the annual total compensation of Mr. Beauchamp, our Co-CEO and Mr. Williams, President and Co-CEO, to that of our median employee. SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure and compensation plans, policies and procedures. In determining our median employee, we chose June 30, 2023, the last day of our recently completed fiscal year, as the determination date. As of that date, we employed approximately 6,100 full-time, part-time and seasonal employees, substantially all of whom were employed in the United States. Contractors and other non-employees were not included in our employee population. Our median employee was determined based on total annual base pay, the value of annual cash incentive awards and other cash compensation paid in fiscal 2023 (bonuses, commissions, overtime, etc.) and the grant date fair value of equity awards granted during fiscal 2023 for all employees except our Co-CEOs. We annualized the base pay and any applicable sales commissions for those employees who commenced work or were on a partial year leave of absence during fiscal 2023. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using exchange rates in effect as of June 30, 2023. We did not make any cost-of-living adjustments for employees outside of the United States. Once we identified the median employee, we calculated that employee’s compensation utilizing the same methodology reflected under “Compensation of Named Executive Officers – Summary Compensation Table”. Based on our calculation for fiscal 2023, our Co-CEO’s, Mr. Beauchamp and Mr. Williams annual total compensation was $21,583,365 and $21,672,572, respectively, and our median employee’s annual total compensation was $82,429. Accordingly, we estimated our CEO Pay Ratio for fiscal 2023 to be 262:1 and 263:1 for Mr. Beauchamp and Mr. Williams, respectively. We believe this ratio is a reasonable estimate calculated in a manner consistent with SEC rules, based on our payroll and employment records and the methodology described above.

  72. Pay Versus Performance

    Pay Versus Performance The following table provides information regarding the relationship between executive compensation for our principal executive officers ("PEOs") and our other named executive officers ("non-PEO NEOs") and Company performance as required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K for the fiscal years ended June 30, 2023, 2022 and 2021.

  73. Pay Versus Performance

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO Beauchamp (1) | Summary Compensation Table Total for PEO Williams (1) | Compensation Actually Paid to PEO Beauchamp(2) | Compensation Actually Paid to PEO Williams(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income ($ millions) | Recurring and Other Revenue ($ millions) | | 2023 | $21,583,365 | $21,672,572 | $20,565,161 | $16,000,336 | $5,495,940 | $4,271,028 | $126.49 | $119.86 | $140.8 | $1,098.0 | | 2022 | $15,292,725 | $8,422,470 | $11,093,807 | $7,958,073 | $7,666,070 | $3,705,009 | $119.56 | $99.81 | $90.8 | $847.7 | | 2021 | $14,980,789 | $— | $26,967,690 | $— | $4,745,488 | $8,479,678 | $130.78 | $153.99 | $70.8 | $631.7 |

  74. Pay Versus Performance

    (1)Mr. Beauchamp was a PEO for all fiscal years presented, and Mr. Williams was a PEO for fiscal 2023 and 2022. (2)The reconciliation of the amount of PEO and Average Non-PEO Summary Compensation Table totals to Compensation Actually Paid ("CAP") is summarized in the following table:

  75. Pay Versus Performance

    | | 2023 | | | 2022 | | | 2021 | | | | PEO Beauchamp | PEO Williams | Average Non - PEO NEOs | PEO Beauchamp | PEO Williams | Average Non - PEO NEOs | PEO Beauchamp | Average Non - PEO NEOs | | Summary Compensation Table Total | $21,583,365 | $21,672,572 | $5,495,940 | $15,292,725 | $8,422,470 | $7,666,070 | $14,980,789 | $4,745,488 | | Adjustments | | | | | | | | | | Equity Awards | $(19,975,163) | $(19,975,163) | $(4,658,442) | $(13,853,776) | $(7,301,187) | $(6,873,897) | $(13,555,625) | $(3,953,324) | | Fair Value of Equity Awards | | | | | | | | | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year | $10,048,059 | $10,048,059 | $2,586,683 | $8,826,708 | $5,286,300 | $2,786,294 | $13,448,885 | $4,221,777 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year* | $(774,129) | $(62,324) | $34,758 | $(2,671,264) | $(970,465) | $(562,286) | $13,394,227 | $3,882,932 | | Change in Fair Value of Prior Year Equity Awards Vested in the Covered Year | $8,566,579 | $3,200,742 | $426,904 | $3,499,414 | $2,520,955 | $688,828 | $(1,300,586) | $(417,195) | | Fair Value on Vesting Date of Equity Awards Granted and Vested in the Covered Year | $1,116,450 | $1,116,450 | $385,185 | $— | $— | $— | $— | $— | | Total Adjustments for Fair Value of Equity Awards* | $(1,018,204) | $(5,672,236) | $(1,224,912) | $(4,198,918) | $(464,397) | $(3,961,061) | $11,986,901 | $3,734,190 | | Compensation Actually Paid | $20,565,161 | $16,000,336 | $4,271,028 | $11,093,807 | $7,958,073 | $3,705,009 | $26,967,690 | $8,479,678 |

  76. Pay Versus Performance

    •For the fiscal year ended June 30, 2021, includes the change in fair value of PRSUs granted to our named executive officers on August 15, 2019 that were modified on August 10, 2020. (3)For the fiscal year ended June 30 2023, the non-PEO NEOs were Ryan Glenn, Rachit Lohani, Joshua Scutt and Katherine Ross. For the fiscal year ended June 30, 2022, the non-PEO NEOs were Ryan Glenn, Michael Haske, Rachit Lohani and Mark Kinsey. For the fiscal year ended June 30, 2021, the non-PEO NEOs were Toby Williams, Michael Haske, Edward Gaty and Mark Kinsey. (4)The amounts reported in this column reflect the Company’s cumulative total shareholder return ("TSR") as of June 30 of each year presented, assuming an initial fixed $100 investment on June 30, 2020. (5)The peer group used for calculating Peer Group Total Shareholder Return is the S&P Software & Services Select Industry Index as of June 30 of each year presented, assuming an initial fixed $100 investment on June 30, 2020. For the year ended June 30, 2022 and 2021, we used the S&P 1500 Application Software Index as our published industry or line-of-business index for purposes of the performance graph required under Item 201(e) of Regulation S-K. In our Form 10-K for the year ended June 30, 2023, for purposes of the performance graph required under Item 201(e) of Regulation S-K, we replaced the S&P 1500 Application Software Index with the S&P Software & Services Select Industry Index as our published industry or line-of-business index, as we believe the S&P Software & Services Select Industry Index represents a more appropriate peer group. Set forth below are comparisons of our cumulative TSR to the cumulative TSR of the S&P Software & Services Select Industry Index and the S&P 1500 Application Software Index as of June 30 of each year presented, assuming an initial fixed $100 investment on June 30, 2020.

  77. Pay Versus Performance

    | Year | Company TSR | S&P Software & Services Select Industry Index TSR | S&P 1500 Application Software Index TSR | | 2023 | $126.49 | $119.86 | $126.30 | | 2022 | $119.56 | $99.81 | $96.62 | | 2021 | $130.78 | $153.99 | $134.85 |

  78. Pay Versus Performance: Most Important Financial Performance Measures

    Pay Versus Performance: Most Important Financial Performance Measures The table below lists the financial performance measures we believe represent the most important financial performance measures used to link compensation actually paid to our named executive officers for the year ended June 30, 2023 to company performance.

  79. Pay Versus Performance: Most Important Financial Performance Measures

    | Most Important Financial Performance Measures | | Recurring and Other Revenue | | Adjusted EBITDA* | | Total Shareholder Return ("Company TSR") | | Relative TSR Against the Russell 3000 Index |

  80. Pay Versus Performance: Most Important Financial Performance Measures

    *Adjusted EBITDA is a non-GAAP financial measure. For information on Adjusted EBITDA, as defined by the Company, please see "Appendix A: Non-GAAP Financial Measures".

  81. Pay Versus Performance: Total Shareholder Return

    Pay Versus Performance: Total Shareholder Return The following graph shows the relationship between compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO named executive officers to total shareholder return for both Paylocity and the S&P Software & Services Select Industry Index for the years ended June 30, 2021, 2022 and 2023:

  82. Pay Versus Performance: Net Income

    Pay Versus Performance: Net Income The following graph shows the relationship between compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO named executive officers to net income for the years ended June 30, 2021, 2022 and 2023:

  83. Pay Versus Performance: Recurring and Other Revenue

    Pay Versus Performance: Recurring and Other Revenue The following graph shows the relationship between compensation actually paid to our PEOs and the average compensation actually paid to our non-PEO named executive officers to recurring and other revenue for the years ended June 30, 2021, 2022 and 2023:

  84. Pension Benefits

    Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our named executive officers during fiscal 2023.

  85. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We did not maintain any nonqualified defined contribution or other deferred compensation plans or arrangements for our named executive officers during fiscal 2023.