Henry C. Duques
Paycom SoftwareAbout Henry C. Duques
Independent director since 2016 (Class III), age 81, serving on Paycom’s Audit Committee. He holds a BA and MBA from The George Washington University and brings deep payments, risk management, and financial/accounting expertise from senior roles at First Data, American Express TRS, and ADP . The Board has reaffirmed his independence under NYSE standards, and he is nominated for re‑election to a term ending at the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Data Corporation | Chairman & CEO | 1992–2002; 2005–2007 | Led growth into one of the largest POS credit card processors |
| American Express TRS (predecessor of First Data) | President & CEO, Database Services Group | 1987–1992 | Built database services capabilities |
| Automatic Data Processing (ADP) | Group President, Financial Services; Director | 1984–1987 | Advanced through roles of increasing responsibility (1973–1984) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unisys Corporation | Director; Non‑executive Chairman | 1998–2014; Chair 2006–2008 | Governance experience at large public tech firm |
| SunGard Corp. | Director | 2003–2005 | Financial technology board service |
| CheckFree Corporation | Director | 2000–2004 | Electronic payments board service |
| Mastercard | Director | 1997–1999 | Payments industry oversight |
| GWU Board of Trustees | Trustee | 1998–2008 | Institutional governance |
Board Governance
- Committee assignments: Audit Committee member (current membership: Binz, Duques, Peters II, Vemulapalli; Williams chair) with 5 meetings in 2024 .
- Compensation Committee: served as member early 2024; transitioned off in April 2024 .
- Independence: Board determined Duques is independent under NYSE standards .
- Attendance and engagement: Board met 5 times; all directors attended at least 93% of Board and applicable committee meetings in 2024, and attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at every regularly scheduled Board meeting and Audit Committee meeting .
- Board structure context: Classified board; Duques nominated for re‑election as Class III director to 2028 .
- Stock ownership guidelines for directors: 5x annual cash compensation; as of March 12, 2025, all non‑employee directors meet or are on track within required period .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 96,500 | Includes director retainer and Audit member fee; Compensation Committee member fee through April 29, 2024 |
Performance Compensation
| Year | Equity Type | Grant Value ($) | Vesting | Unvested Units at 12/31/2024 |
|---|---|---|---|---|
| 2024 | Time‑based restricted stock (RSAs) | 234,919 | Annual grant; cliff‑vests on 7th day after first anniversary of the 2024 annual meeting, subject to continued service | 1,216 RSAs |
- Director equity is time‑based; no performance metrics apply to director RSAs .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed beyond Paycom |
| Prior public company boards | Unisys, SunGard, CheckFree, Mastercard |
| Committee roles elsewhere | Unisys non‑executive Chairman |
| Interlocks | None disclosed; Compensation Committee interlocks statement notes no officer interlocks during 2024 |
Expertise & Qualifications
- Payments/technology industry: 30‑year financial services and processing software experience; scaled First Data’s POS processing footprint .
- Risk management: Oversight of complex global organizations and enterprise risk functions .
- Financial/accounting: CEO leadership over major LBO (First Data by KKR at $29B) and senior finance governance roles .
- Corporate governance: Over a decade on Unisys board, including two years as Chairman .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vested vs. Unvested | Ownership Guidelines Compliance |
|---|---|---|---|---|
| Henry C. Duques | 2,985 | <1% | Unvested RSAs: 1,216; Vested estimated: 1,769 (2,985−1,216) | Director guideline is 5x annual cash comp; all non‑employee directors meet or are on track |
- Pledging/hedging: No pledging disclosures for Duques; Company insider trading policy requires pre‑clearance for hedging transactions .
- Ownership calculation basis: Includes unvested restricted stock in beneficial ownership totals per SEC rules .
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post‑Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025‑05‑07 | 2025‑05‑05 | Award (A) – Common Stock | 1,099 | $0.00 | 4,084 |
Governance Assessment
- Board effectiveness: Duques contributes payments industry expertise and financial oversight, serving on an all‑independent Audit Committee that met five times in 2024, with robust risk, compliance, and auditor oversight .
- Independence and engagement: Affirmed independent; attendance at least 93% aligns with strong director engagement standards .
- Compensation and alignment: Director pay mix is balanced (cash plus time‑based equity) with clear vesting and robust ownership guidelines (5x cash) that directors meet or are on track to meet, supporting alignment with shareholders .
- Conflicts/related party exposure: No related‑party transactions involving Duques are disclosed; related‑party items in 2024–2025 involved other individuals (e.g., Richison sponsorship arrangement; Faurot consulting) and are reviewed under the Audit Committee’s policy .
- RED FLAGS: None identified for Duques in attendance, independence, related‑party transactions, or insider trading; equity awards are standard director RSAs without option repricing or pledging disclosures .