Independent
Tenure on this board
4.7 yrs
Also a director at
Bread Financial Holdings Inc (BFH)
2 nominees · 3 ballot items.
Election of two Class I directors; Ratification of Grant Thornton LLP as independent auditors; Advisory approval of named executive officer compensation.
Elect two Class I directors (Sharen J. Turney and J.C. Watts, Jr.) each to serve until the 2029 annual meeting.
Ratify the Audit Committee’s selection of Grant Thornton LLP as Paycom’s independent registered public accounting firm for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2026. Management is seeking shareholder ratification as a matter of good corporate practice and to obtain stockholder input, although ratification is not required by the Company’s bylaws. The proposal provides context on Grant Thornton’s long tenure since 2009 and notes the Audit Committee’s assessment of auditor independence, performance, industry knowledge, service quality, fee structure, and potential for business disruption. The Audit Committee emphasizes its pre-approval policy for non-audit services and ongoing oversight through regular meetings with the auditor, signaling controls intended to preserve independence. The board recommends a FOR vote, arguing that the committee’s review supports Grant Thornton’s continued engagement. The proposal is routine but bears on governance oversight and auditor independence; a failure to ratify would trigger reconsideration by the Audit Committee though would not automatically change the auditor.
Non-binding, advisory vote to approve the compensation of Paycom’s named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory approval of the named executive officers (NEOs) compensation as disclosed in the proxy materials. The Board and Compensation Committee present comprehensive detail on compensation philosophy, metrics, pay mix, and outcomes, highlighting a pay-for-performance design that tied 2025 incentives to revenue and adjusted EBITDA and significant equity-based compensation. The Committee cites extensive stockholder engagement, a favorable 2025 say-on-pay result (~91.4% support) and calibration of CEO and NEO incentive arrangements (including PSUs capped at target and a mix of RSUs and PSUs) to justify the compensation program. Management seeks reaffirmation of its approach through a FOR recommendation, arguing alignment with stockholder interests, robust governance processes, and responsiveness to investor feedback. As an advisory vote, it is non-binding but informs future Committee decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 8.9% | 4,260,622 | $518M |
| 2 | HARRIS ASSOCIATES L P | 6.8% | 3,257,774 | $396M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.0% | 2,390,904 | $291M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 2,103,146 | $256M |
| 5 | TWO SIGMA INVESTMENTS, LP | 3.7% | 1,747,666 | $212M |
| 6 | STATE STREET CORP | 3.6% | 1,726,949 | $210M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 1,193,760 | $145M |
| 8 | BlackRock, Inc. | 2.4% | 1,162,809 | $141M |
| 9 | FMR LLC | 2.2% | 1,031,007 | $125M |
| 10 | REINHART PARTNERS, LLC. | 2.1% | 1,015,715 | $123M |
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