DEF 14A of Paylocity Holding Corp, Oct 24, 2024

DEF 14A of Paylocity Holding Corp

Filed Oct 24, 2024 · FY20240001591698-24-000268

Open on EDGAR

  1. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

  2. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Steven R. Beauchamp Executive Chairman Age: 52 Director Since: 2007 Committees: None | Biography Steven R. Beauchamp is our Executive Chairman and a director. Mr. Beauchamp has served as Executive Chairman since August 2024. From March 2022 until August 2024, Mr. Beauchamp served as our Co-Chief Executive Officer and from September 2007 until March 2022 as our Chief Executive Officer. 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 25 years of experience in management positions in payroll services companies, and his experience and familiarity with our business having previously served as our Chief Executive Officer, and Co-Chief Executive Officer. | | Linda M. Breard Independent Age: 55 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 2026 Annual Meeting of Stockholders

    | Paylocity 2025 Proxy Statement | 7 |

  4. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Virginia G. Breen Independent Age: 60 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 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. | | Craig A. Conway Independent Age: 70 Director Since: 2024 Committees: Compensation & Nominating and Corporate Governance Other Current Public Company Boards: Salesforce, Inc., Nutanix. Inc. | Biography Craig A. Conway has served as a director since March 2024. Mr. Conway previously served as President and Chief Executive Officer of PeopleSoft, Inc., an enterprise application software company, from 1999 to 2004. Mr. Conway also served as President and Chief Executive Officer of One Touch Systems from 1996 to 1999 and TGV Software from 1993 to 1996. Prior to that, Mr. Conway held executive management positions at a variety of leading technology companies. Mr. Conway currently serves as a member of the Board of Directors of Salesforce, Inc. a cloud-based customer relationship management company and Nutanix, Inc. a provider of enterprise cloud platforms. Mr. Conway also served as a director of Guidewire Software, Inc., a provider of insurance analytics software from December 2010 until January 2019 and Advanced Micro Devices, Inc., a semiconductor company from September 2009 until May 2013. Mr. Conway brings to our board of directors leadership experience in the technology sector and experience with industry-leading computer software, networking and hardware companies. Mr. Conway holds a Bachelor of Science in Computer Science and Mathematics from SUNY Brockport. |

  5. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | 8 | Paylocity 2025 Proxy Statement |

  6. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Robin L. Pederson Independent Age: 65 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: 53 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”), a publicly traded 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. |

  7. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Paylocity 2025 Proxy Statement | 9 |

  8. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Kenneth B. Robinson Independent Age: 69 Director Since: 2020 Committees: Audit & Nominating and Corporate Governance 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 an 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 Age: 58 Director Since: 1997 Committees: None | Biography Steven I. Sarowitz founded Paylocity in 1997 and is a director. 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 Ltd, a UK payroll provider, and a partner in Wayfarer Studios, Wayfarer Theaters, and 4S Bay Partners. He serves on the boards of Indy Cinema Group Ltd and Eved Holdings LLC. He also serves on the boards of Julian Grace Foundation, Wayfarer Foundation, 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 its founder and previously serving as Chairman. |

  9. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | 10 | Paylocity 2025 Proxy Statement |

  10. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Ronald V. Waters III Lead Independent Age: 72 Director Since: 2013 Committees: Audit (Chair) & Compensation | 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 was a director of Fortune Brands Innovations, Inc. from 2008 to May 2024, 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, Chief Executive Officer and Director Age: 51 Director Since: 2022 Committees: None | Biography Toby J. Williams is our President and Chief Executive Officer and has served as a director since March 2022. Mr. Williams served as Co-Chief Executive Officer from March 2022 until August 2024 and as Chief Financial Officer from September 2017 until March 2022. Prior to joining Paylocity 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 Chief Executive Officer. |

  11. Nominees for Election to a One-Year Term Expiring at the 2026 Annual Meeting of Stockholders

    | Paylocity 2025 Proxy Statement | 11 |

  12. 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 2024, 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 additional 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 2023, 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, 2023. 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. The compensation received by Messrs. Williams and Beauchamp, both of whom are employees, is presented under “Compensation of Named Executive Officers—Summary Compensation Table.”

  13. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Linda M. Breard(3) | $33,387 | $174,137 | $207,524 | | Virginia G. Breen | $50,000 | $180,589 | $230,589 | | Ellen Carnahan(4) | $10,000 | $180,589 | $190,589 | | Craig A. Conway(5) | $13,785 | $92,061 | $105,846 | | Jeffrey T. Diehl | $45,000 | $180,589 | $225,589 | | Robin L. Pederson | $48,438 | $180,589 | $229,027 | | Andres D. Reiner | $47,500 | $180,589 | $228,089 | | Kenneth B. Robinson | $45,847 | $180,589 | $226,436 | | Steven I. Sarowitz | $35,000 | $180,589 | $215,589 | | Ronald V. Waters III | $86,653 | $180,589 | $267,242 |

  14. 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, 2024. 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 927 restricted stock units for each director, other than Mr. Conway, as described below. (3)Ms. Breard was appointed to the board of directors and the audit committee in October 2023 and received prorated cash and equity compensation for the number of days served during fiscal year 2024. (4)Ms. Carnahan resigned from the board of directors, audit committee and compensation committee in August 2023. The fees earned or paid in cash shown are the prorated amounts she received for the number of days served during fiscal year 2024. Additionally, in accordance with our director compensation program, any awards that remained unvested as of the date of Mr. Carnahan’s departure were forfeited. (5)Mr. Conway was appointed to the board of directors in March 2024 and the compensation committee and the nominating and corporate governance committees in April 2024 and received prorated cash and equity compensation for the number of days served during fiscal year 2024. Mr. Conway’s stock award consists of 546 restricted stock units.

  15. Compensation of Directors

    | 20 | Paylocity 2025 Proxy Statement |

  16. Fiscal 2024 Executive Compensation Highlights

    Fiscal 2024 Executive Compensation Highlights The following key compensation actions were taken with respect to the named executive officers for fiscal 2024: •Base Salaries: We adjusted the base salaries of certain of our named executive officers in order to appropriately compensate them given the competitive market and their role in achieving company performance. Adjustments were also made in connection with changes in responsibilities, including for Mr. Beauchamp and Mr. Cappotelli, as described under "Compensation Discussion and Analysis - Base Compensation." •Annual Cash Bonuses: The target bonus opportunities as a percentage of base salaries generally remained the same for our named executive officers as compared to the prior year, with the exception of Mr. Cappotelli whose target bonus opportunity increased in connection with his promotion to Senior Vice President of Operations. We paid annual cash bonuses to each of our named executive officers to encourage them to focus on the achievement of key short-term business objectives and reflect their achievement of the corporate performance objectives which were based on Recurring and other revenue and Adjusted EBITDA. Recurring and other revenue fell below the threshold performance target while Adjusted EBITDA exceeded the maximum performance target, which resulted in annual cash bonuses payout at 60% of the target level to each of our named executive officers. •Long-Term Equity Incentive Compensation: We granted time-based restricted stock units (“RSUs”) and market share units (“MSUs”) in order to incentivize our named executive officers to focus on increases in stockholder value and achievement of corporate objectives. Similar to Mr. Beauchamp’s base salary, the target grant value of his equity awards as compared to the prior year was reduced to reflect his adjusted scope of responsibilities in fiscal 2024. •Share Ownership Guidelines: We maintain 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 94.4% of votes in favor of our say on pay proposal at the 2024 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.

  17. 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 executive compensation Post-Employment Covenants – our executive employment agreements contain non-compete and non-solicit provisions in order to protect the business Caps on Incentive Payouts – we ensure that short-term incentives and our performance-based equity awards cap payouts Mitigate Undue Risk – we maintain 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 under our incentive compensation plans, 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 – the Committee seeks third party executive compensation advice 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 No Excessive Perquisites – we do not provide excessive perquisites that do not have a sound value to our business | |

  18. 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 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 designed to attract and retain the highest quality executives, that clearly articulates the relationship of corporate performance to executive compensation and that will reward executives for the Company’s progress towards its performance goals. 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 appropriateness of 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.

  19. Components of Executive Compensation

    Components of Executive Compensation We offer our named executive officers compensation in the following forms: •Base salaries to compensate individuals 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 RSUs and MSUs 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.

  20. 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; •advice 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 and 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 that remain outstanding; and •compensation trends and competitive factors in the market for talent in which the Company competes. |

  21. 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 2024, the Committee, based on an analysis provided 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 input from Company management, the Committee reviewed the peer group assessment criteria, including peer group company location, industry, direct peers, revenue ranges, 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. Avalara, Coupa Software, and Zendesk were removed from the peer group as compared to prior years, as these companies are no longer publicly traded, and Q2 Holdings was removed from the peer group as it did not meet one or more of the criteria discussed above. To ensure an appropriate number of companies in the peer group, Bentley Systems, DocuSign, and Procore Technologies were added to the peer group as compared to the prior year peer group.

  22. 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.

  23. 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

  24. Variable Compensation Under Our Annual Bonus Plan

    | Paylocity 2025 Proxy Statement | 33 |

  25. Variable Compensation Under Our Annual Bonus Plan

    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 2024, 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:

  26. Variable Compensation Under Our Annual Bonus Plan

    | Achievement Level | Recurring and Other Revenue | Adjusted EBITDA | Corresponding Payout as % of Target (for each metric) | | Maximum | $1,335,200,000 | $488,300,000 | 150% | | Target | $1,317,200,000 | $477,300,000 | 100% | | Threshold | $1,299,200,000 | $466,300,000 | 50% |

  27. Variable Compensation Under Our Annual Bonus Plan

    We focused on these factors in our annual cash bonus plan for fiscal 2024 to drive strong revenue growth while increasing profitability. The Committee set performance measures at challenging levels that would require exceptional efforts, excellent leadership, effective leveraging of our competencies and a strong focus on driving results. For example, achievement even at threshold levels were set at aggressive targets requiring 18.3% in Recurring and other revenue growth and a 24.3% increase in Adjusted EBITDA as compared to fiscal 2023. Based on actual performance for fiscal 2024, the Company achieved $1,281,680,000 in Recurring and other revenue and $505,554,000 in Adjusted EBITDA. Therefore, our named executive officers were not eligible and did not receive any cash bonus related to Recurring and other revenue attained for fiscal 2024 because the achievement level was below the threshold performance target. However, the named executive officers achieved the maximum payout for Adjusted EBITDA resulting in a 60% payout as a percentage of target. 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 2024, which were paid in fiscal 2025:

  28. Variable Compensation Under Our Annual Bonus Plan

    | Named Executive Officer | Fiscal 2024 Target Cash Bonus Opportunity (as a percentage of Base Salary) | Fiscal 2024 Target Cash Bonus Opportunity | Fiscal 2024 Bonus Payment Paid in Fiscal 2025 (as a percentage of Base Salary) | Fiscal 2024 Bonus Payment Paid in Fiscal 2025 | Fiscal 2024 Bonus Payment (as a percentage of target) | | Toby J. Williams | 100% | $638,400 | 60% | $383,040 | 60% | | Steven R. Beauchamp | 100% | $538,171 | 60% | $322,903 | 60% | | Ryan Glenn | 75% | $300,536 | 45% | $180,322 | 60% | | Rachit Lohani | 55% | $253,419 | 33% | $152,058 | 60% | | Joshua Scutt | 75% | $326,025 | 45% | $195,615 | 60% | | Andrew Cappotelli(1) | 50% | $158,449 | 30% | $95,069 | 60% | | Katherine Ross | 55% | $224,400 | 33% | $134,640 | 60% |

  29. Variable Compensation Under Our Annual Bonus Plan

    (1)The bonus opportunity and payment for Mr. Cappotelli for fiscal 2024 were both prorated based on the base salaries, target opportunities and amount of time served in his various roles during the fiscal year. He had the target opportunities to earn 40% of his salary of $299,994 as Chief Risk and Compliance Officer, 40% of his salary of $308,995 as Vice President of Finance and 100% of his salary of $400,000 as Senior Vice President of Operations.

  30. Equity Compensation

    Equity Compensation For fiscal 2024, the equity compensation issued to each of our named executive officers consisted of RSUs and 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 the overall goals of our equity compensation, including retention, the ability to reward achievement and aligning executives' interests with our stockholders. Commencing in fiscal 2025, we are shifting the mix of our executive equity awards to provide for grants of performance stock units (PSUs) as well as RSUs and MSUs. The reason for implementing this change is to incorporate additional performance measures into our executive equity program and thereby facilitate greater alignment of our executive’s potential equity award payouts with our overall performance. The fiscal 2025 PSUs have performance-based vesting criteria tied to our fiscal 2025 revenue goals and a three-year service vesting period.

  31. Equity Compensation

    | 34 | Paylocity 2025 Proxy Statement |

  32. Equity Compensation

    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 the long-term interests of our named executive officers with our 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 2024, the Committee granted MSUs that are tied to our stock price performance as compared to the broader stock market. The performance conditions for the awards granted in fiscal 2024 are based on total stockholder return (“TSR”) as compared to the Russell 3000 Index for the three-year performance period from August 31, 2023 through August 31, 2026. The Company’s named executive officers will have the opportunity to earn up to 25% of the target 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 three-year performance period equals or exceeds the 60th percentile, then the target number of units will be earned. If our TSR over the performance period is negative, then no more than 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:

  33. 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% |

  34. 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.

  35. Fiscal 2024 RSU and MSU Awards

    Fiscal 2024 RSU and MSU Awards As a part of our annual award cycle, our named executive officers were granted RSU and MSU awards on August 15, 2023. The number of shares subject to the 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 shares subject to the awards granted are summarized below:

  36. Fiscal 2024 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) | | Toby J. Williams | $6,363,000 | 29,491 | $6,363,000 | 29,491 | | Steven R. Beauchamp(3) | $4,772,000 | 22,118 | $4,772,000 | 22,118 | | Ryan Glenn | $3,303,000 | 15,308 | $1,416,000 | 6,561 | | Rachit Lohani | $2,975,000 | 13,790 | $1,275,000 | 5,910 | | Joshua Scutt | $2,415,000 | 11,194 | $1,035,000 | 4,798 | | Andrew Cappotelli(4) | $1,436,000 | 5,300 | $— | — | | Katherine Ross | $1,610,000 | 7,463 | $690,000 | 3,199 |

  37. Fiscal 2024 RSU and MSU Awards

    (1)Vest 6.25% on each three-month anniversary of the date of grant subject to continued service through each applicable vesting date.

  38. Fiscal 2024 RSU and MSU Awards

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  39. Fiscal 2024 RSU and MSU Awards

    (2)Vests based on certain TSR percentile rank performance targets achieved during a three-year performance period ending on August 31, 2026. (3)Mr. Beauchamp’s target grant value was reduced as compared to the prior year to better align with the scope of his responsibilities as Co-CEO in fiscal 2024. (4)Mr. Cappotelli was granted 3,245 RSU awards with a target grant value of $700,000 on August 15, 2023 as a part of the annual grant cycle in his role as Chief Compliance and Risk Officer, and an additional 297 RSUs with a target grant value of $50,000 upon his promotion to Vice President of Finance on March 1, 2024 and 1,758 RSUs with a target grant value of $243,000 upon his promotion to Senior Vice President of Operations on June 3, 2024.

  40. Employment Agreement with Andrew Cappotelli

    Employment Agreement with Andrew Cappotelli In May 2024, the Board promoted Mr. Cappotelli to Senior Vice President of Operations, effective May 13, 2024, and we entered into an employment agreement with him as further described under "Compensation of Named Executive Officers—Employment Agreements and Arrangements". Mr. Cappotelli's compensation package in connection with his promotion included: •Base salary of $400,000 •Target annual cash bonus of 100% of base salary •1,758 RSUs The Committee determined that the base salary, annual bonus target and equity grant levels were appropriate in order to induce Mr. Cappotelli's commencement of his new position and in order to establish his going forward compensation levels in line with those of the rest of our executive officers.

  41. 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 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 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.”

  42. Policy Regarding the Pricing and Timing of Equity Awards

    Policy Regarding the Pricing and Timing of Equity Awards While we have not adopted a formal policy regarding the timing of equity awards, the Committee has historically made annual equity award grants to our named executive officers in August, during the first quarter of the fiscal year, at the same time equity awards are granted to our eligible general employee base. This timing allows the Committee to have the benefit of considering our year-end financial and operational results prior to setting any performance goals applicable to equity grants and is not scheduled in a manner that intentionally benefits our named executive officers or employees. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates. 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.

  43. 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 2024, incentives underlying annual cash bonuses were tied to Company performance measures. Since these metrics have a Company-wide focus, the Committee does not believe they generally incentivize 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, market share units and other performance-based stock awards. The value, if any, received by a named executive officer from equity awards 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.

  44. 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.

  45. Summary Compensation Table

    Summary Compensation Table The following table presents compensation information for the fiscal years ended June 30, 2024, 2023 and 2022 paid to, or earned by, our principal executive officers, principal financial officer, our three other most highly compensated executive officers as of June 30, 2024 and an individual who served as an executive officer during the year and would have been included as one of the most highly compensated executive officers had she been serving as an executive officer as of June 30, 2024. We refer to these executive officers as our “named executive officers” in this Proxy Statement. For the fiscal year ended June 30, 2024, our named executive officers were Toby J. Williams, Steven R. Beauchamp, Ryan Glenn, Rachit Lohani, Joshua Scott, Andrew Cappotelli and Katherine Ross. No disclosure is provided for persons for years in which the executive officer was not a named executive officer.

  46. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary(1) | Bonus | Stock-based Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Toby J. Williams(5) President and Chief Executive Officer | 2024 | $638,400 | $— | $13,619,534 | $383,040 | $96,091 | $14,737,065 | | | 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 | | Steven R. Beauchamp(6) Executive Chairman and Former Co-Chief Executive Officer | 2024 | $554,876 | $— | $10,214,535 | $322,903 | $45,117 | $11,137,431 | | | 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 | | Ryan Glenn Chief Financial Officer | 2024 | $396,346 | $— | $4,734,004 | $180,322 | $38,768 | $5,349,440 | | | 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 Chief Technology Officer | 2024 | $458,168 | $— | $4,264,459 | $152,058 | $20,468 | $4,895,153 | | | 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 | 2024 | $432,250 | $— | $3,461,817 | $195,615 | $200,024 | $4,289,706 | | | 2023 | $408,333 | $— | $4,813,005 | $472,500 | $92,219 | $5,786,057 | | Andrew Cappotelli(7) Senior Vice President of Operations | 2024 | $312,680 | $— | $925,265 | $95,069 | $34,577 | $1,367,591 | | Katherine Ross(8) Former Senior Vice President of Operations | 2024 | $406,667 | $— | $2,308,032 | $134,640 | $31,835 | $2,881,174 | | | 2023 | $233,333 | $310,066 | $3,734,134 | $191,671 | $15,922 | $4,485,126 |

  47. 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. (2)Amounts represent the aggregate grant date fair value of stock awards granted during the applicable 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, 2024, 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

  48. Summary Compensation Table

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  49. Summary Compensation Table

    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 2024 assuming achievement at the maximum level of achievement:

  50. Summary Compensation Table

    | Name | Maximum Grant Date Fair Value of MSU Awards | | Toby J. Williams | $15,748,784 | | Steven R. Beauchamp | $11,811,454 | | Ryan Glenn | $3,503,705 | | Rachit Lohani | $3,156,058 | | Joshua Scutt | $2,562,228 | | Andrew Cappotelli | $— | | Katherine Ross | $1,708,330 |

  51. Summary Compensation Table

    (3)Represents amounts paid under our cash bonus plan for fiscal 2024 based on the achievement of performance criteria. See "Compensation Discussion and Analysis - Variable Compensation Under Our Annual Bonus Plan" for additional information. (4)Amounts shown in this column are detailed in the table below:

  52. Summary Compensation Table

    | Name | Company Funded 401(k) Matching Contributions | Commuting Expenses | Other* | | Toby J. Williams | $13,200 | $58,858 | $24,033 | | Steven R. Beauchamp | $8,397 | $— | $36,720 | | Ryan Glenn | $11,663 | $— | $27,105 | | Rachit Lohani | $8,445 | $— | $12,023 | | Joshua Scutt | $13,494 | $87,272 | $99,258 | | Andrew Cappotelli | $13,961 | $— | $20,616 | | Katherine Ross | $5,100 | $— | $26,735 |

  53. Summary Compensation Table

    * Includes (i) health and welfare benefits, such as Company paid medical and dental insurance premiums, generally available to all employees for each of the named executive officers; (ii) executive health and wellness screening and concierge membership for each of the named executive officers other than Mr. Scutt; (iii) spousal travel benefits provided to Messrs. Beauchamp, Scutt and Glenn and Ms. Ross for a company-sponsored incentive trip; (iv) Mr. Scutt's annual car allowance; and (v) a tax gross-up of $52,743 for Mr. Scutt related to his commuting expenses. (5)Mr. Williams transitioned from President and Co-Chief Executive Officer to President and Chief Executive Officer on August 5, 2024. (6)Mr. Beauchamp transitioned roles from Co-Chief Executive Officer to Executive Chairman on August 5, 2024. (7)Mr. Cappotelli was promoted from Chief Risk and Compliance Officer to Vice President of Finance on March 1, 2024 and to Senior Vice President of Operations on May 13, 2024. (8)Ms. Ross no longer served in her role as Senior Vice President of Operations effective April 3, 2024. She remained employed with the Company until her separation on September 3, 2024.

  54. Summary Compensation Table

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  55. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table sets forth information regarding grants of plan-based cash and equity awards made to our named executive officers during fiscal 2024.

  56. Grants of Plan-Based Awards in Fiscal 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Toby J. Williams | n/a | $319,200 | $638,400 | $957,600 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 29,491 | — | $5,745,142 | | | 8/15/2023 | — | — | — | 7,373 | 29,491 | 58,982 | — | — | $7,874,392 | | Steven R. Beauchamp | n/a | $269,086 | $538,171 | $807,257 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 22,118 | — | $4,308,808 | | | 8/15/2023 | — | — | — | 5,530 | 22,118 | 44,236 | — | — | $5,905,727 | | Ryan Glenn | n/a | $150,268 | $300,536 | $450,804 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 15,308 | — | $2,982,151 | | | 8/15/2023 | — | — | — | 1,640 | 6,561 | 13,122 | — | — | $1,751,853 | | Rachit Lohani | n/a | $126,710 | $253,419 | $380,129 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 13,790 | — | $2,686,430 | | | 8/15/2023 | — | — | — | 1,478 | 5,910 | 11,820 | — | — | $1,578,029 | | Joshua Scutt | n/a | $163,013 | $326,025 | $489,038 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 11,194 | — | $2,180,703 | | | 8/15/2023 | — | — | — | 1,200 | 4,798 | 9,596 | — | — | $1,281,114 | | Andrew Cappotelli | n/a | $79,225 | $158,449 | $237,674 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 3,245 | — | $632,158 | | | 3/1/2024 | — | — | — | — | — | — | 297 | — | $50,098 | | | 6/3/2024 | — | — | — | — | — | — | 1,758 | — | $243,008 | | Katherine Ross | n/a | $112,200 | $224,400 | $336,600 | — | — | — | — | — | — | | | 8/15/2023 | — | — | — | — | — | — | 7,463 | — | $1,453,867 | | | 8/15/2023 | — | — | — | 800 | 3,199 | 6,398 | — | — | $854,165 |

  57. Grants of Plan-Based Awards in Fiscal 2024

    (1)The amounts reported in this column represent amounts payable under our cash bonus plan for fiscal 2024. 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 MSUs with a three-year performance period from August 31, 2023 through August 31, 2026. For more information regarding the MSUs granted in fiscal 2024, see "Compensation Discussion and Analysis - Equity Compensation." (3)Represents RSUs. For more information regarding the RSUs granted in fiscal 2024, see "Compensation Discussion and Analysis - Equity Compensation." (4)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 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, 2024.

  58. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024 The following table sets forth information regarding outstanding equity awards held by our named executive officers at June 30, 2024.

  59. Outstanding Equity Awards at June 30, 2024

    | | Option Awards | | | | Stock Awards(1) | | | | | 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 | | Toby J. Williams | — | — | — | — | 4,218(2) | $556,143 | 2,254(12) | $297,190 | | | — | — | — | — | 6,572(3) | $866,518 | 30,079(13) | $3,965,916 | | | — | — | — | — | 5,276(4) | $695,641 | 29,491(14) | $3,888,388 | | | — | — | — | — | 16,920(5) | $2,230,902 | — | $— | | | — | — | — | — | 23,962(6) | $3,159,390 | — | $— | | Steven R. Beauchamp | 107,400 | — | $24.80 | 8/18/2024 | 9,204(2) | $1,213,547 | 7,571(12) | $998,236 | | | 53,000 | — | $35.28 | 8/17/2025 | 14,194(3) | $1,871,479 | 30,079(13) | $3,965,916 | | | — | — | — | — | 16,920(5) | $2,230,902 | 22,118(14) | $2,916,258 | | | — | — | — | — | 17,971(6) | $2,369,476 | — | $— | | Ryan Glenn | — | — | — | — | 785(2) | $103,502 | 564(12) | $74,363 | | | — | — | — | — | 1,642(3) | $216,498 | 5,083(13) | $670,194 | | | — | — | — | — | 2,638(4) | $347,820 | 6,561(14) | $865,068 | | | — | — | — | — | 6,715(5) | $885,373 | — | $— | | | — | — | — | — | 12,438(6) | $1,639,950 | — | $— | | Rachit Lohani | — | — | — | — | 14,648(7) | $1,931,339 | 1,404(15) | $185,117 | | | — | — | — | — | 6,183(5) | $815,229 | 4,728(13) | $623,387 | | | — | — | — | — | 11,205(6) | $1,477,379 | 5,910(14) | $779,234 | | Joshua Scutt | — | — | — | — | 730(2) | $96,251 | 676(12) | $89,131 | | | — | — | — | — | 1,971(3) | $259,876 | 4,728(13) | $623,387 | | | — | — | — | — | 3,023(8) | $398,583 | 4,798(14) | $632,616 | | | — | — | — | — | 6,117(5) | $806,526 | — | $— | | | — | — | — | — | 9,096(6) | $1,199,308 | — | $— | | Andrew Cappotelli | — | — | — | — | 730(2) | $96,251 | 376(12) | $49,576 | | | — | — | — | — | 1,056(3) | $139,234 | — | $— | | | — | — | — | — | 1,862(5) | $245,505 | — | $— | | | — | — | — | — | 2,637(6) | $347,688 | — | $— | | | — | — | — | — | 279(9) | $36,786 | — | $— | | | — | — | — | — | 1,758(10) | $231,792 | — | $— | | Katherine Ross | — | — | — | — | 7,837(11) | $1,033,308 | 3,134(16) | $413,218 | | | — | — | — | — | 6,064(6) | $799,538 | 3,199(14) | $421,788 |

  60. Outstanding Equity Awards at June 30, 2024

    (1)The securities underlying stock options and stock awards are shares of our common stock. The market values of all awards are based on $131.85, the closing stock price of our common stock on the Nasdaq on June 28, 2024. (2)The RSUs vest annually in four equal installments beginning on August 14, 2021. (3)The RSUs vest annually in four equal installments beginning on August 16, 2022. (4)The RSUs vest annually in four equal installments beginning on March 11, 2023. (5)The RSUs vest every three months in 16 equal installments beginning on November 15, 2022. Mr. Lohani will forfeit any awards scheduled to vest after his separation date of December 2, 2024.

  61. Outstanding Equity Awards at June 30, 2024

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  62. Outstanding Equity Awards at June 30, 2024

    (6)The RSUs vest every three months in 16 equal installments beginning on November 15, 2023. Additionally, Ms. Ross forfeited any awards scheduled to vest after her separation date of September 3, 2024 and Mr. Lohani will forfeit any awards scheduled to vest after his separation date of December 2, 2024. (7)The RSUs vest annually in four equal installments beginning October 1, 2022. Mr. Lohani will forfeit any awards scheduled to vest after his separation date of December 2, 2024. (8)The RSUs vest annually in four equal installments beginning on May 9, 2023. (9)The RSUs vest annually in four equal installments beginning on June 1, 2024. (10)The RSUs vest annually in four equal installments beginning on September 1, 2024. (11)The RSUs vest annually in every three months in 16 equal installments beginning on March 1, 2023. Ms. Ross forfeited any awards scheduled to vest after her separation date of September 3, 2024. (12)The MSUs were granted on August 16, 2021. 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. (13)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 amounts included in the table reflect the target number of shares subject to these MSUs that were outstanding as of June 30, 2024. The amounts reported in the table do not necessarily correspond to the actual economic value that our named executive officers may receive from these awards. Mr. Lohani will forfeit this award upon his separation date of December 2, 2024. (14)The MSUs were granted on August 15, 2023 and will vest on September 1, 2026 based on TSR percentile rank performance targets achieved between August 31, 2023 and August 31, 2026 as compared to the Russell 3000 Index. The amount included in the table reflects the target number of shares subject to these MSUs that were outstanding as of June 30, 2024. The amounts reported in the table do not necessarily correspond to the actual economic value that our named executive officers may receive from these awards. Additionally, Ms. Ross forfeited these awards upon her separation date of September 3, 2024 and Mr. Lohani will forfeit these awards upon his separation date of December 2, 2024. (15)The MSUs were granted on October 1, 2021. 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. (16)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. Ms. Ross forfeited these awards upon her separation date of September 3, 2024.

  63. Outstanding Equity Awards at June 30, 2024

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  64. Option Exercises and Stock Vested in Fiscal 2024

    Option Exercises and Stock Vested in Fiscal 2024 The following table sets forth the number of shares of our common stock acquired during fiscal 2024 by our named executive officers upon the exercise of stock options and the vesting of RSUs and MSUs and the value realized upon such exercise or vesting.

  65. Option Exercises and Stock Vested in Fiscal 2024

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired Upon Exercise (#) | Value Realized on Exercise ($)(1) | Shares Acquired Upon Vesting ($)(2) | Value Realized on Vesting ($)(3) | | Toby J. Williams | — | $— | 37,476 | $7,005,061 | | Steven R. Beauchamp | 14,716 | $2,231,093 | 69,651 | $13,609,948 | | Ryan Glenn | — | $— | 12,015 | $2,172,580 | | Rachit Lohani | — | $— | 12,658 | $2,230,504 | | Joshua Scutt | — | $— | 10,966 | $1,996,453 | | Andrew Cappotelli | — | $— | 4,562 | $867,683 | | Katherine Ross | — | $— | 4,533 | $752,734 |

  66. Option Exercises and Stock Vested in Fiscal 2024

    (1)The value realized on exercise was calculated by multiplying (i) closing price of a share of common stock on Nasdaq on the trading day prior to the day of exercise less the exercise price, by (ii) the number of shares of common stock acquired upon exercise. (2)Represents shares acquired upon vesting of RSUs and MSUs. (3)The value realized on vesting was calculated by multiplying (i) the closing price of a share of our common stock on the Nasdaq on the trading day prior to the day of vesting by (ii) the number of shares of common stock acquired upon vesting.

  67. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Pursuant to the terms of their employment agreements, each of our named executive officers has 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”) as of June 30, 2024.

  68. Potential Payments Upon Termination or Change in Control

    | Name | Cash Payments | | Toby J. Williams | $638,400 | | Steven R. Beauchamp | $538,171 | | Ryan Glenn | $400,715 | | Rachit Lohani | $460,762 | | Joshua Scutt | $434,700 | | Andrew Cappotelli | $400,000 |

  69. Potential Payments Upon Termination or Change in Control

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  70. 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, 2024. 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.

  71. Potential Payments Upon Termination or Change in Control

    | | Equity Acceleration | | | Name | Shares | Market Value of Accelerated Equity (net of exercise price, if any) ($)(1) | | Toby J. Williams | 58,637 | $7,731,288 | | Steven R. Beauchamp | 63,967 | $8,434,049 | | Ryan Glenn | 24,640 | $3,248,784 | | Rachit Lohani | 33,088 | $4,362,653 | | Joshua Scutt | 21,444 | $2,827,391 | | Andrew Cappotelli | 8,603 | $1,134,306 |

  72. Potential Payments Upon Termination or Change in Control

    (1)The market value of RSU acceleration is calculated by multiplying (i) $131.85, the closing price of our common stock on Nasdaq on June 30, 2024, by (ii) the number of shares of common stock underlying the accelerated RSUs. The market value of MSU acceleration is calculated by multiplying (i) $131.85, 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, 2024. 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, 2024. They would not have received any cash payments upon such an event occurring.

  73. Potential Payments Upon Termination or Change in Control

    | | Equity Acceleration | | | Name | Shares | Market Value of Accelerated Equity (net of exercise price, if any) ($)(1) | | Toby J. Williams | 58,541 | $7,718,631 | | Steven R. Beauchamp | 63,645 | $8,391,593 | | Ryan Glenn | 24,616 | $3,245,620 | | Rachit Lohani | 33,025 | $4,354,346 | | Joshua Scutt | 21,415 | $2,823,568 | | Andrew Cappotelli | 8,587 | $1,132,196 |

  74. Potential Payments Upon Termination or Change in Control

    (1)The market value of RSU acceleration is calculated by multiplying (i) $131.85, by (ii) the number of shares of common stock underlying the accelerated RSUs. The market value of MSU acceleration is calculated by multiplying (i) $131.85, 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, 2024. Ms. Ross ceased serving in her role as Senior Vice President of Operations on April 3, 2024 and separated from employment with the Company on September 3, 2024, through which date her employment agreement remained in effect, and she continued to receive her base salary and vest in any equity awards. In accordance with her employment agreement, Ms. Ross receives 100% of her monthly base salary, as of the date of her separation, for a period of 12 months after the date of her separation.

  75. Potential Payments Upon Termination or Change in Control

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  76. 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, who was our Co-CEO, and Mr. Williams, who was our President and Co-CEO, during fiscal 2024 before their transitions to Executive Chairman and President and CEO, respectively, on August 5, 2024, 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, 2024, the last day of our recently completed fiscal year, as the determination date. As of that date, we employed approximately 6,400 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 2024 (bonuses, commissions, overtime, etc.) and the grant date fair value of equity awards granted during fiscal 2024 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 2024. 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, 2024. 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 2024, our Co-CEO’s, Mr. Williams and Mr. Beauchamp's annual total compensation was $14,737,065 and $11,137,431, respectively, and our median employee’s annual total compensation was $95,675. Accordingly, we estimated our CEO Pay Ratio for fiscal 2024 to be 154:1 and 116:1 for Mr. Williams and Mr. Beauchamp, 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.

  77. CEO Pay Ratio

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  78. 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, 2024, 2023, 2022 and 2021.

  79. Pay Versus Performance

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO Williams (1) | Summary Compensation Table Total for PEO Beauchamp (1) | Compensation Actually Paid to PEO Williams(2) | Compensation Actually Paid to PEO Beauchamp(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3) | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income ($ millions) | Recurring and Other Revenue ($ millions) | | 2024 | $14,737,065 | $11,137,431 | $1,664,676 | $(1,454,508) | $3,756,613 | $1,189,384 | $90.38 | $135.77 | $206.8 | $1,281.7 | | 2023 | $21,672,572 | $21,583,365 | $16,000,336 | $20,565,161 | $5,495,940 | $4,271,028 | $126.49 | $119.86 | $140.8 | $1,098.0 | | 2022 | $8,422,470 | $15,292,725 | $7,958,073 | $11,093,807 | $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 |

  80. Pay Versus Performance

    (1)Mr. Beauchamp was a PEO for all fiscal years presented, and Mr. Williams was a PEO for fiscal 2024, 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:

  81. Pay Versus Performance

    | | 2024 | | | | | PEO Williams | PEO Beauchamp | Average Non - PEO NEOs | | Summary Compensation Table Total | $14,737,065 | $11,137,431 | $3,756,613 | | Adjustments | | | | | Equity Awards | $(13,619,534) | $(10,214,535) | $(3,138,715) | | Fair Value of Equity Awards | | | | | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year | $6,050,687 | $4,537,925 | $1,547,825 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year | $(6,808,046) | $(9,097,997) | $(1,306,528) | | Change in Fair Value of Prior Year Equity Awards Vested in the Covered Year | $398,024 | $1,502,761 | $16,194 | | Fair Value on Vesting Date of Equity Awards Granted and Vested in the Covered Year | $906,480 | $679,907 | $313,995 | | Total Adjustments for Fair Value of Equity Awards | $(13,072,389) | $(12,591,939) | $(2,567,229) | | Compensation Actually Paid | $1,664,676 | $(1,454,508) | $1,189,384 |

  82. Pay Versus Performance

    (3)For the fiscal year ended June 30 2024, the non-PEO NEOs were Ryan Glenn, Rachit Lohani, Joshua Scutt, Andrew Cappotelli and Katherine Ross. 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 fiscal years 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. Commencing with our Form 10-K for the fiscal 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.

  83. Pay Versus Performance

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  84. Pay Versus Performance

    | Year | Company TSR | S&P Software & Services Select Industry Index TSR | S&P 1500 Application Software Index TSR | | 2024 | $90.38 | $135.77 | $155.42 | | 2023 | $126.49 | $119.86 | $126.30 | | 2022 | $119.56 | $99.81 | $96.62 | | 2021 | $130.78 | $153.99 | $134.85 |

  85. 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, 2024 to company performance.

  86. 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 |

  87. 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".

  88. Pay Versus Performance: Most Important Financial Performance Measures

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  89. 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, 2023 and 2024:

  90. Pay Versus Performance: Total Shareholder Return

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  91. 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, 2023 and 2024:

  92. Pay Versus Performance: Net Income

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  93. 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, 2023 and 2024:

  94. Pension Benefits

    Pension Benefits We did not sponsor any defined benefit pension or other actuarial plan for our named executive officers during fiscal 2024.

  95. 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 2024.

  96. Nonqualified Deferred Compensation

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