Paycom Software Inc
For the period ended Apr 29, 2024. Filed Mar 28, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2024 · Filed Mar 28, 2024
Contents
Pay Versus Performance
The following table provides information regarding the compensation
paid
to our NEOs for the fiscal years
en
ded December 31, 2023, 2022, 2021 and 2020 and certain measures of Company performance for such periods.
| Year · Summary Compensation Table Total for PEO(1)($) · Compensation Actually Paid to PEO(2)($) · Average Summary Compensation Table Total for Non-PEO NEOs(3)($) · Average Compensation Actually Paid to Non-PEO NEOs(2)(3)($) · Value of Initial Fixed $100 Investment Based on: · Net Income ($) · Adjusted EBITDA(6)($) · Revenue($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Company TSR(4)($) · Peer Group TSR(5)($) | |||||||||
| 2023 | 3,118,606 | (110,909,644) | 13,564,401 | 5,935,253 | 78.45 | 191.27 | 340,787,923 | 719,302,774 | 1,693,673,771 |
| 2022 | 3,138,418 | (149,491,892) | 4,755,734 | 2,468,497 | 117.20 | 126.96 | 281,389,330 | 579,711,116 | 1,375,217,646 |
| 2021 | 2,958,410 | 62,994,260 | 7,891,945 | 3,323,073 | 156.82 | 172.32 | 195,960,264 | 419,286,728 | 1,055,523,820 |
| 2020 | 211,131,206 | 352,618,181 | 6,724,389 | 15,808,463 | 170.82 | 135.28 | 143,453,418 | 330,816,302 | 841,434,039 |
| (1) | For each year presented, the PEO was Mr. Richison. The amounts reported in this column correspond to the amounts reported in the “Total” column of the Summary Compensation Table. |
| (2) | The amounts reported in this column represent “compensation actually paid” to Mr. Richison and the other NEOs (on average), as calculated in accordance with Item 402(v) of Regulation S-K. To determine the “compensation actually paid”, the amounts reported in the “Total” column of the Summary Compensation Table for the applicable year were adjusted as follows: |
| 2023 | 2022 | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| PEO | Non-PEO NEOs (average) | PEO | Non-PEO NEOs (average) | PEO | Non-PEO NEOs (average) | PEO | Non-PEO NEOs (average) | |
| Summary Compensation Table Total ($) | 3,118,606 | 13,564,401 | 3,138,418 | 4,755,734 | 2,958,410 | 7,891,945 | 211,131,206 | 6,724,389 |
| Adjustments | ||||||||
| Stock/Unit Awards ($) | - | (12,906,094) | - | (3,110,847) | - | (6,709,967) | (209,564,040) | (5,979,510) |
| Fair Value of Equity Awards ($) | ||||||||
| Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Covered Year ($) | - | 8,122,494 | - | 2,732,756 | - | 2,704,622 | 304,999,205 | 6,035,045 |
| Change in Fair Value of Outstanding and Unvested Equity Awards Granted in the Prior Year ($) | (114,028,250) | (3,359,072) | (149,874,900) | (1,397,473) | 60,715,690 | (203,452) | 11,811,870 | 2,786,664 |
| Change in Fair Value of Prior Year Equity Awards Vested in the Covered Year ($) | - | (12,311) | (2,755,410) | (511,673) | (679,840) | (360,076) | (51,450) | 65,165 |
| Fair Value on Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) | - | 501,213 | - | - | - | - | 34,291,390 | 6,176,710 |
| Total Adjustments for Fair Value of Equity Awards ($) | (114,028,250) | 5,276,947 | (152,630,310) | 823,610 | 60,035,850 | 2,141,095 | 351,051,015 | 15,063,584 |
| Compensation Actually Paid ($) | (110,909,644) | 5,935,253 | (149,491,892) | 2,468,497 | 62,994,260 | 3,323,073 | 352,618,181 | 15,808,463 |
Equity awards granted to our PEO and other NEOs during the applicable periods included (i) shares of restricted stock subject to time-based vesting conditions, (ii) shares of restricted stock subject to market-based vesting conditions, tied to the achievement of a specified total enterprise value or specified stock price (“Market-Based RSAs”), and (iii) the 2021 PSUs, 2022 PSUs and the 2023 PSUs. To estimate the fair value of the Market-Based RSAs and PSUs with vesting conditions tied to market performance, we considered the historical performance for the Company and the peer group as applicable for each award over the realized performance period, and then simulated the enterprise value or stock prices for the Company (and the peer group, as applicable)
ove
r the remaining performance period. We considered the risk-free rates as of the measurement dates and the equity volatilities for each company and correlations between the companies (as applicable) as of the measurement dates using an approach consistent with the grant date fair value analysis. With respect to valuations as of December 31, 2021 and December 31, 2022, we considered the Company’s historical volatility for awards with remaining terms shorter than the Company’s trading history, and a weighted average historical equity volatility of the Company and that of the guideline public companies for awards with remaining terms longer than the Company’s trading history.
| (3) | For the fiscal year ended December 31, 2023, the non-PEO NEOs were Mrs. Faurot and Messrs. Thomas, Boelte, Smith and Clark. For the fiscal year ended December 31, 2022, the non-PEO NEOs were Mrs. Faurot and Messrs. Boelte, Smith, Evans and Long. For the fiscal year ended December 31, 2021, the non-PEO NEOs were Mrs. Faurot and Messrs. Boelte, Smith, Evans and York. For the fiscal year ended December 31, 2020, the non-PEO NEOs were Messrs. Boelte, Smith, Evans and York. The amounts reported in this column represent the average of the amounts reported in the “Total” column of the Summary Compensation Table for the non-PEO NEOs in the applicable year. |
| (4) | The amounts reported in this column reflect the Company’s cumulative TSR as of December 31 of each year presented, assuming an initial fixed $100 investment on December 31, 2019. |
| (5) | The amounts reported in this column reflect the cumulative TSR of the S&P 500 Software & Services Index as of December 31 of each year presented, assuming an initial fixed $100 investment on December 31, 2019. |
| (6) | We define adjusted EBITDA as net income plus interest expense, taxes, depreciation and amortization, non-cash stock-based compensation expense, certain transaction expenses that are not core to our operations (if any), the change in fair value of our interest rate swap (if any) and loss on the extinguishment of debt (if any). |
The following chart shows, for the years ended December 31, 2020, 2021, 2022 and 2023,
the relationship between (i) the compensation actually paid to our PEO and the compensation actually paid, on average, to our other NEOs, and (ii) each of (x) our cumulative TSR and (y) the cumulative TSR of the peer group:
The following chart shows, for the years ended December 31, 2020, 2021, 2022 and 2023, the relationship between (i) the compensation actually paid to our PEO and the compensation actually paid, on average, to our other NEOs, and (ii) each of (x) our net income, (y) our adjusted EBITDA and (z) our revenue:
The following table contains the most important financial measures used to link executive compensation actually paid, for the year ended December 31, 2023, to the Company’s performance.
Most Important Financial Performance Measures
Revenue
Adjusted EBITDA
Annual Revenue Retention Rate
VWAP Value
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.