Randy Peck
Paycom SoftwareAbout Randy Peck
Randy Peck, 60, is Chief Operating Officer at Paycom (appointed May 30, 2024) after serving as Senior Advisor to Executive Management beginning in October 2023; he joined Paycom in 2002 and has held leadership roles across operations, client service, product management and sales; he holds a B.S. in finance from Oklahoma State University . In 2024, company performance used in his incentive plans included revenue of $1,883.2 million vs a $1,870.0 million target (PSUs capped at target), adjusted EBITDA of $775.4 million (above target), and annual revenue retention of 90% vs a 91% target (AIP paid at 90%) . The company also disclosed that three-year TSR-based PSUs for the 2022 grant were fully forfeited, marking a second consecutive year of forfeiture tied to TSR, aligning payouts with stockholder experience . As of March 12, 2025, Peck beneficially owned 38,779 shares (<1%); executives must hold stock worth 3x base salary and all were in compliance as of that date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paycom | Chief Operating Officer | May 30, 2024 – present | Directly responsible for all aspects of client experience and operations, a key driver of annual revenue retention used in AIP metrics . |
| Paycom | Senior Advisor to Executive Management | Oct 2023 – May 2024 | Supported executive team during leadership transitions and compensation program reset . |
| Paycom | Director of Software Strategy; Director of Operations; Director of Client Service; other roles in product, operations, client service and sales | 2002 – 2023 | Led cross-functional execution in product and client service that underpin retention and operational excellence . |
External Roles
- No public external directorships or outside board roles disclosed for Peck .
Fixed Compensation
| Metric | 2024 | 2025 (Target) |
|---|---|---|
| Base Salary ($) | 511,228 | 531,677 |
| Target Bonus (% of Salary) | 100% | 100% |
| Target Bonus ($) | 511,228 | 531,677 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout (% of Target) | Payout ($) |
|---|---|---|---|---|---|
| Annual Revenue Retention Rate | 100% (only metric) | 91% | 90% | 90% | 460,105 |
- AIP design for Peck in 2024 used annual revenue retention rate with payout curve: 90% threshold (90% payout), 91% target (100%), 97% maximum (200%); incremental step-ups per 1% above target .
Equity – Grants and Design (2024 cycle)
| Instrument | Grant Date | Shares/Units | Vesting / Performance | Notes / Status |
|---|---|---|---|---|
| RSU (time-based) | 5/30/2024 | 5,243 | 1/3 each on Feb 5, 2025/2026/2027 (service-vest) | Part of annual LTI split 50% RSUs / 50% PSUs for non-CEO NEOs . |
| PSU (revenue) | 5/30/2024 | 5,243 target | One-year metric: Revenue; threshold < $1,870MM = 0%; ≥ $1,870MM = 100%; capped at target | 2024 revenue $1,883.2MM; PSUs vested at target in Feb 2025 (cap applied) . |
| RSA (time-based) | 5/30/2024 | 37,500 | 6,375 shares vest on each of Feb 5, 2025/2026/2027; 18,375 on Feb 5, 2028 (service-vest) | Retentive award upon promotion to COO . |
| RSA (time-based) | 2/23/2024 | 453 | Included in detailed vesting schedule (see footnote below) | Pre-executive grant; part of outstanding holdings . |
| PSA (market-based) | 2/23/2024 | 97 (two separate PSA lines of 97) | Vests if VWAP Value ≥ $251 within 8 years from grant | Market-condition equity; long-dated upside . |
- 2024 PSU program used financial (revenue) metric for all participating NEOs with one-year performance period and cap at target (except Ms. Walker); rationale: rigor amid volatile macro and stockholder feedback to emphasize financial alignment .
- Paycom does not currently grant options/SARs; no option awards outstanding for Peck .
Detailed Vesting Schedule Reference (as of 12/31/2024)
- RSAs attributable to Peck vest (service-based): 6,375 on 2/5/2025; 764 on 5/10/2025; 6,375 on 2/5/2026; 764 on 5/10/2026; 6,375 on 2/5/2027; 781 on 5/10/2027; 18,375 on 2/5/2028; 146 on 5/10/2028 .
- RSUs vest 1/3 on 2/5/2025, 2/5/2026, 2/5/2027 (service-based) .
- PSAs (97 units) vest upon achieving VWAP Value ≥ $251 within 8 years (market-based) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 12, 2025)
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Randy Peck | 38,779 | <1% (asterisk in table) |
- Footnote indicates his beneficial ownership includes 33,677 unvested restricted shares as of that date .
Unvested Holdings (as of Dec 31, 2024; using $204.97/share)
| Instrument | Unvested Units | Market Value ($) |
|---|---|---|
| RSAs/RSUs (time-based) | 39,955 RSAs; 5,243 RSUs | $8,189,576 (RSAs); $1,074,658 (RSUs) |
| PSAs (market-based) | 97 | $19,882 |
Alignment and policies:
- Stock ownership guidelines: CEO 6x salary; other executive officers 3x salary; executives have up to 5 years from becoming an executive to comply; all executives were in compliance as of March 12, 2025 .
- Insider trading policy requires pre-clearance for any hedging or similar transaction; the policy discusses hedging approvals rather than a blanket prohibition; no specific pledging prohibition language was disclosed and no pledging by Peck was disclosed in the proxy .
- No related-party transactions for Peck under Item 404; 8-K notes no arrangements/understandings and no material interests in related transactions at appointment .
Insider selling pressure indicators:
- Upcoming large service-vests (Feb 5, 2026/2027/2028) could create periodic sell-to-cover activity; in 2024, 6,007 shares vested for Peck (value realized $1,213,103) though vesting is not the same as selling .
- As of Dec 31, 2024, substantial unvested RSAs and RSUs indicate high retentive equity exposure through 2028 .
Employment Terms
- Letter agreement at promotion: base salary $511,228; AIP participation at 100% of salary target (max 200%); RSU and PSU awards sized by dividing $833,333 each by the 5/30/2024 close; 37,500 RSAs with the 2025–2028 vesting cadence; no family relationships or related-party interests .
- Change-in-control and severance economics (as of Dec 31, 2024 scenario analysis): PSU awards follow double-trigger vesting (accelerate if terminated without cause/for good reason within 12 months post-CIC; if not assumed, pro-rata at target if payout undeterminable); RSAs/RSUs generally do not accelerate solely upon CIC or termination according to scenario table .
Estimated Payments/Benefits as of Dec 31, 2024 (Scenario Table)
| Scenario | AIP Bonus ($) | Vesting of Non-Exec Equity ($) | Vesting of PSUs ($) | Vesting of RSAs/RSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | 460,105 | 523,083 | 1,074,658 | 8,761,033 | 10,818,879 |
| Change in Control | 460,105 | — | 1,074,658 | — | 1,534,763 |
| Termination Without Cause or For Good Reason | 460,105 | — | 1,074,658 | — | 1,534,763 |
Other terms and governance:
- Clawback policy applies to cash/equity incentive-based compensation for current and former executive officers upon an accounting restatement; recovery required of “erroneously awarded” compensation .
- General confidentiality, noninterference, and IP protection obligations apply to NEOs; Peck’s arrangement is a letter rather than a full employment agreement with salary-continuation severance (those terms are shown for other executives like the CEO/CFO) .
Performance Compensation Details (Design and Outcomes)
AIP Metric Calibration (2024)
| Achievement Level | Annual Revenue Retention Goal | Payout (% of Target) |
|---|---|---|
| Below Threshold | < 90% | 0% |
| Threshold | 90% | 90% |
| Target | 91% | 100% |
| Maximum | 97% | 200% |
Actuals and payouts:
- Company metrics for 2024: Revenue $1,883.2MM (vs $1,870.0MM target → 188.1% payout factor where applicable), Adjusted EBITDA $775.4MM (above target), Annual Revenue Retention 90% (90% payout factor) .
- Peck’s AIP paid $460,105 (90% of his $511,228 target) based on the annual revenue retention outcome .
LTI Mix and Targets (Program Context)
| Executive | 2024 Target PSU Value ($) | 2024 Target RSU Value ($) | Notes |
|---|---|---|---|
| Randy Peck | 833,333 | 833,333 | Separate retentive RSAs granted at promotion (37,500 shares; ~$5.96m GDFV) . |
- For 2025, the Compensation Committee maintained equal split between performance- and time-based equity; Peck’s 2025 targets: base salary $531,677; AIP 100% of salary; PSUs $1,750,000; RSUs $1,750,000 .
Compensation Structure Analysis
- Mix shift and rigor: For non-CEO NEOs, 2024 equity split 50% PSUs/50% RSUs (vs more time-based in 2023), addressing stockholder feedback for higher performance linkage; non-CEO NEO total reported compensation declined ~70% YoY in 2024 per Committee overview .
- PSU design: One-year revenue metric with payout capped at target (except for Walker) to avoid outsized payouts; emphasizes maintaining strong revenue growth; 2024 PSUs vested at target given revenue above target but cap applied .
- AIP focus for COO: Annual revenue retention rate used to directly tie operations/client experience to pay outcomes; actual 90% retention produced a 90% of target payout for Peck in 2024 .
- No options: Company currently grants RSAs/RSUs/PSUs, not options/SARs, limiting optionality-related windfalls or repricings .
Say-On-Pay, Peer Group, and Committee Oversight
- Say-on-pay: 2024 say-on-pay received a majority of votes cast; the company engaged extensively and reset design (more PSUs, reduced magnitude) based on investor feedback .
- Peer group: 19-Company application software/SaaS peer group (median revenue $1.8B, market cap $15.0B) used for benchmarking; adjustments in 2024 added PTC and Dynatrace; peers include Paylocity, Tyler, Datadog, Okta, DocuSign, etc. .
- Compensation Committee: Independent; chaired by J.C. Watts, Jr.; Meridian serves as independent compensation consultant .
Risk Indicators & Red Flags
- Hedging and pledging: Insider trading policy requires pre-clearance for hedging; no explicit pledging disclosure or prohibition noted; no pledging by Peck disclosed .
- Clawback policy in place and SOX/NYSE-aligned recovery provisions referenced .
- Section 16(a): Proxy notes one late report in the last fiscal year by Mr. Smith; no late filings are attributed to Peck in the disclosure .
- Related party transactions: None reported for Peck at appointment and no Item 404 interests disclosed .
Equity Ownership & Overhang – Vesting Calendar (Potential Selling Pressure)
- Significant service-based vesting dates for RSAs/RSUs on Feb 5, 2026 and Feb 5, 2027, plus a large final RSA tranche on Feb 5, 2028 (18,375 shares), implying recurring tax-related sell-to-cover needs around these dates (not a sale recommendation) .
- 2024 vesting activity: 6,007 shares acquired on vesting by Peck with $1,213,103 value realized in 2024; value realization does not equate to open-market sales .
Investment Implications
- Alignment: Peck’s pay is explicitly tied to revenue (PSUs) and client retention (AIP), directly linking operational KPIs under his remit to compensation; PSU cap at target curbs windfall risk even when revenue beats .
- Retention risk: The 37,500-share RSA grant is heavily back-weighted to 2028, creating strong multi-year retention hooks; RSU tranches through 2027 further bind tenure, lowering near-term flight risk .
- Insider supply: Concentrated vesting dates (Feb each year) suggest episodic supply from sell-to-cover, with a notable 2028 event (18,375 RSAs), a consideration for trading around those dates .
- Change-in-control economics: PSUs carry double-trigger acceleration, but RSAs/RSUs generally do not accelerate on CIC/termination in the disclosed scenarios, favoring retention continuity over parachute-rich outcomes .
- Execution watchpoint: AIP payout at 90% (vs target) due to revenue retention at 90% vs a 91% goal highlights a focus area for COO-led improvements in client retention; continued tie of cash and equity to revenue/retention supports accountability .