Frederick C. Peters II
Paycom SoftwareAbout Frederick C. Peters II
Lead Independent Director of Paycom Software since 2014; age 75; BA in Political Science from Amherst College. He serves on the Audit, Compensation, and Nominating & Corporate Governance Committees and is designated as an audit committee financial expert. As Lead Independent Director, Peters presides over executive sessions, facilitates communication among independent directors, liaises with the CEO, and performs responsibilities assigned by the Board. The Board has affirmatively determined he is independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Financial Institutions Fund (formerly Bluestone Financial Institutions Fund) | Chairman & CEO | 2015–Present | Long-tenured financial leadership; banking and regulatory expertise |
| Bryn Mawr Bank Corporation (NASDAQ: BMTC) | Chairman, President & CEO; Director | CEO: 2001–2014; Director: 2001–2017 | Oversaw complex financial services operations; board governance experience |
| First Main Line Bank | Founder, Chairman & CEO | 1995–2001 | Founded and led community bank; risk oversight |
| National Bank of the Main Line | Founder, Chairman & CEO | 1985–1995 | Founded and led community bank; risk oversight |
| Philadelphia National Bank; Hamilton Bank; Industrial Valley Bank | Lending and executive roles | Various | Credit, lending and banking operations expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Philadelphia | Audit Committee Chair | 2013–2014 | Chair of audit committee; regulatory oversight |
| Federal Reserve Bank’s Committee of Audit Chairs | Member | 2013–2014 | National-level audit chair coordination |
| Foundation for Delaware County; Bryn Mawr Film Institute; Main Line Health | Director (non-profit boards) | Various | Ongoing civic governance roles |
Board Governance
- Committee Assignments (2024):
- Audit Committee member; committee held 5 meetings in 2024; Peters is an “audit committee financial expert.”
- Compensation Committee member (joined April 2024); committee held 12 meetings in 2024.
- Nominating & Corporate Governance Committee member; committee held 5 meetings in 2024.
- Lead Independent Director: Presides over executive sessions at every regularly scheduled Board meeting; facilitates communication among non-management and independent directors; liaison to CEO; other Board-assigned roles. Executive sessions are held at every regularly scheduled Board and Audit Committee meeting.
- Independence and Attendance: Board determined Peters is independent; all directors attended at least 93% of Board and applicable committee meetings in 2024; the Board met 5 times in 2024.
- Stockholder Engagement: As Lead Independent Director, Peters participated directly in investor engagement meetings (at least two independent directors attended each engagement).
- Board Structure: Classified board with three-year staggered terms; CEO also serves as Chairman; Lead Independent Director structure in place.
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Cash fees (aggregate) | $126,500 | Includes service as Director, Lead Independent Director, Audit Committee member (full year), Compensation Committee member (from Apr 29, 2024), and Nominating & Corporate Governance Committee member (from Apr 29, 2024) |
| Equity grant (RSAs – grant date fair value) | $234,919 | Annual director time-based restricted stock under 2023 LTIP; cliff-vests on the 7th day following the first anniversary of the 2024 annual meeting |
| Total | $361,419 | Sum of cash and equity fair value |
Director fee schedule (structure):
| Role | Annual Cash ($) |
|---|---|
| Non-employee Director | 75,000 |
| Lead Independent Director | 25,000 |
| Audit Committee Chair | 30,000 |
| Audit Committee Member | 15,000 |
| Compensation Committee Chair | 23,000 |
| Compensation Committee Member | 13,000 |
| Nominating & Corporate Governance Chair | 15,000 |
| Nominating & Corporate Governance Member | 10,000 |
Vesting and grant mechanics for director equity:
- RSAs granted at annual meeting with target aggregate fair value $235,000; cliff-vest 7th day after first anniversary of the meeting; forfeiture terms apply for early departure, with limited exceptions around annual meeting timing.
Performance Compensation
| Element | Performance Metric | Payout Curve | Notes |
|---|---|---|---|
| Director equity awards (RSAs) | None (time-based only) | N/A | Director equity is time-based restricted stock; no disclosed performance metrics for non-employee director awards |
Other Directorships & Interlocks
- Current public company directorships: None disclosed. Prior public board: Bryn Mawr Bank Corporation (NASDAQ: BMTC).
- Compensation Committee Interlocks: None; no Paycom executive served on boards/comp committees of other companies where that company’s executive served on Paycom’s Board/Compensation Committee.
Expertise & Qualifications
- Financial and accounting expertise from 40+ years in banking and financial sector; current CEO of Community Financial Institutions Fund.
- Risk management from founding and leading two community banks; broad oversight across complex organizations.
- Industry knowledge in payments ecosystem, processing technologies, and regulatory frameworks.
- Government/regulatory experience as Federal Reserve Bank of Philadelphia Audit Chair and member of FRB’s Committee of Audit Chairs.
- Audit committee financial expert designation.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Frederick C. Peters II | 16,283 | <1% | Includes 1,216 unvested restricted shares as of 12/31/2024 |
Additional alignment:
- Director stock ownership guidelines require holding Paycom stock valued at 5x annual director cash compensation (excluding LID/chair/committee fees); as of March 12, 2025, all non-employee directors have met or are expected to meet within the required period.
- Insider trading policy requires pre-clearance for any hedging or similar transactions; robust Code of Ethics applies to directors.
Governance Assessment
- Strengths:
- Lead Independent Director role with defined responsibilities supporting board independence and effective oversight; frequent executive sessions bolster independent governance.
- Multi-committee service (Audit, Compensation, Nominating & Corporate Governance) and audit committee financial expert designation add depth to risk, financial reporting, and compensation oversight.
- High attendance (≥93%) and active stockholder engagement (Peters-led team) signal board commitment and responsiveness to investor concerns.
- Independence affirmed; no related party transactions requiring Item 404 disclosure; audit committee reviews and approves related party transactions per policy.
- Ownership alignment via 5x cash retainer guideline; director equity is in stock, not options, with annual RSAs vesting over time.
- Section 16(a) compliance: no late filings reported for Peters in 2024.
- Watch items / RED FLAGS (structural):
- Classified board structure and combined CEO/Chairman roles may be viewed as entrenching; mitigated by robust Lead Independent Director responsibilities and independent committee composition.
- Compensation signals:
- Director pay mix is balanced (cash + time-based equity); no performance metrics for directors, consistent with market structure; annual RSA vesting reinforces alignment without short-term risk-taking.
- Overall: Peters’ profile—deep financial/regulatory expertise, audit financial expert status, strong attendance, independence, and direct engagement with investors—supports board effectiveness and investor confidence. No specific conflicts or related-party exposures were disclosed.