J.C. Watts, Jr.
Paycom SoftwareAbout J.C. Watts, Jr.
Independent director at Paycom Software since 2016 (Class I), age 67, with a BA in Journalism and Public Relations from the University of Oklahoma. He chairs the Compensation Committee and serves on the Nominating and Corporate Governance Committee, bringing deep experience in government relations, public company governance, and senior leadership from his U.S. House of Representatives tenure and as CEO of Watts Partners, a corporate and government affairs consultancy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States House of Representatives | Representative (OK); Chairman, Republican Conference | 1995–2003; 1999–2003 | Served on Armed Services, Financial Services, and Transportation & Infrastructure; sponsored establishment of the Committee on Homeland Security (2002) |
| Watts Partners | Co‑Founder, President & CEO | 2003–present | Boutique corporate and government affairs consulting to diverse client base; strategic program leadership |
External Roles
| Company/Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dillard’s, Inc. (NYSE: DDS) | Director | 2009–present; 2003–2008 | Member, Audit Committee |
| CSX Corporation | Director | 2011–2014 | Board service |
| ITC Holdings Corp. | Director | 2011–2014 | Board service |
| Clear Channel Communications, Inc. | Director | 2003–2007 | Board service |
| Terex Corporation | Director | 2003–2006 | Board service |
Board Governance
- Independence: Board affirmatively determined Watts is independent under NYSE rules .
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance member; Committees are composed entirely of independent directors .
- Meetings and attendance: Board held 5 meetings in 2024; all directors attended at least 93% of Board and applicable committee meetings; Compensation Committee met 12 times; Nominating & Corporate Governance met 5 times .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; committee executive sessions as deemed appropriate .
- Overboarding policy: Directors limited to ≤4 public company boards; audit committee members ≤3 audit committees; discretion applied sparingly. Watts’ current external public board role (Dillard’s) is within guideline limits .
Fixed Compensation
| Component | Structure | 2024 Amounts |
|---|---|---|
| Annual cash retainer | Paid quarterly | $75,000 (standard) |
| Committee chair fees | Compensation Committee Chair | $23,000 (standard) |
| Committee membership fees | Nominating & Corporate Governance member | $10,000 (standard) |
| Actual cash paid (2024) | Aggregate fees received | $108,000 (Watts) |
| Equity grant (RSAs) | Granted at annual meeting; time-based | $234,919 grant date fair value (Watts) |
| RSA vesting | Cliff vest on 7th day following first anniversary of the 2024 annual meeting, subject to continued service | As disclosed |
Performance Compensation
- Directors do not receive performance-based equity or options; RSAs are time-based only (no revenue/EBITDA/TSR metrics for directors) .
- Ownership alignment mechanisms:
- Director stock ownership guideline: 5x annual cash compensation (excluding lead director/chair fees); as of March 12, 2025, each non-employee director met or is on track to meet within the applicable period .
Other Directorships & Interlocks
- Current public company board: Dillard’s (Audit Committee) .
- Prior public company boards: CSX, ITC Holdings, Clear Channel Communications, Terex .
- No disclosed shared directorships with Paycom’s customers, suppliers, or competitors; no related-party transactions involving Watts reported .
Expertise & Qualifications
- Government relations/regulatory: Extensive policy experience from elected offices and committee assignments; established Homeland Security Committee initiative .
- Senior leadership: CEO of Watts Partners; broad board governance at multiple public companies .
- Public company governance: Prior board service includes audit committee experience at Dillard’s .
- Education: BA, Journalism and Public Relations, University of Oklahoma .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of March 12, 2025) | 7,730 shares | As reported in beneficial ownership table |
| Unvested RSAs (as of Dec 31, 2024) | 1,216 shares | Unvested director RSAs |
| Compliance with stock ownership guideline | Met/on track | Directors required to hold 5x cash compensation; status affirmed as of March 12, 2025 |
Insider Trades (Form 4)
| Date | Type | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|
| Feb 24, 2025 | Sale | 500 | $218.2151 | 7,730 | Form 4 filed 2025-02-26; includes 1,216 unvested RSAs |
| May 5, 2025 | Grant | 1,099 (RSAs) | $0 (grant) | 8,829 | Director RSA grant under 2023 LTIP; includes 2,315 unvested shares post-grant |
Governance Assessment
- Strengths:
- Independent committee leadership (Compensation Chair) with robust 2024 meeting cadence; Watts co-signs Compensation Committee report and stockholder outreach narrative, evidencing engagement and responsiveness (e.g., reduced non-CEO NEO equity by ~70% YoY; 50% PSUs/50% RSUs mix; forfeiture/reset of CEO equity) .
- High attendance and structured executive sessions bolster oversight quality .
- Clear ownership alignment via RSA grants and 5x cash compensation guideline; compliance affirmed .
- Potential risks/flags to monitor:
- Overboarding: Company guideline is ≤4 public boards; Watts currently has one public external board (Dillard’s), within limits .
- Related-party/independence: Proxy discloses related party items (e.g., CEO-linked sponsorship), but none involving Watts; board reaffirmed independence after reviewing relationships .
- Hedging/pledging: Insider trading policy requires pre-clearance; no pledging/hedging disclosures for Watts identified .
Overall, Watts’ role as Compensation Chair and his government/regulatory background support board effectiveness and investor confidence. The director compensation mix (cash + time-based RSAs) and guideline-driven ownership help align interests, with no disclosed conflicts or attendance concerns .