Robert Foster
Paycom SoftwareAbout Robert Foster
Robert D. Foster, 63, is Paycom’s Chief Financial Officer (CFO) (effective Feb. 21, 2025). He joined Paycom in Nov. 2022, served as Director of International Strategy until Oct. 2024, then as EVP of Accounting & Finance through Feb. 2025; he is a CPA with a BS in Accounting from Ball State University and previously spent 31 years at Ernst & Young and led iiPay (CEO 2016–Oct. 2022) where he significantly grew revenue and expanded offices . Company performance context: 2024 revenue was $1.88B (+11% YoY), GAAP net income $502M (26.7% margin), and adjusted EBITDA $775M (41.2% margin); multi‑year TSR underperformance drove 2022 PSU forfeiture (0% payout on 2‑ and 3‑year relative TSR), highlighting the pay-for-performance rigor applied to executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paycom Software, Inc. | CFO | Feb. 2025–present | Leads all accounting/finance, long‑term planning, IR, and financial strategy . |
| Paycom Software, Inc. | EVP, Accounting & Finance | Oct. 2024–Feb. 2025 | Prepared for CFO transition; advanced growth strategy . |
| Paycom Software, Inc. | Director, International Strategy | Nov. 2022–Oct. 2024 | Led international strategy at a time of expanding global capabilities . |
| iiPay (global payroll) | Chief Executive Officer | 2016–Oct. 2022 | Significantly grew revenue and expanded offices . |
| iiPay (global payroll) | Senior leadership | 2014–2016 | Led business prior to CEO appointment . |
| Ernst & Young | Senior Partner (and prior roles) | 31 years (ended 2014) | Oversaw several of the firm’s largest accounts; deep audit/advisory pedigree . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or other external board roles disclosed in proxy/8‑K . |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2025 Base Salary (target program) | $566,800 | Set by Compensation Committee for 2025 target comp structure . |
| Annual Incentive Target | 100% of base ($566,800) | AIP participation at 100% of base salary target . |
| Initial CFO appointment base salary | $545,000 | Per Feb. 12, 2025 CFO letter agreement; subject to later Committee updates . |
Performance Compensation
- Design overview (2025): Committee “maintained a consistent compensation structure for 2025,” generally an equal split between performance-based PSUs and time-based RSUs for current executive officers (including the CFO) .
- PSU metric and horizon: In 2024, PSUs used a one‑year total revenue target; awards for NEOs (other than a specific exception) were capped at target (no upside); Committee kept consistent structure into 2025, implying continued emphasis on revenue PSUs alongside time‑based RSUs .
- RSU vesting cadence: RSUs granted in 2024 vest ratably over three years; with 2025 structure maintained, a similar three‑year ratable schedule is expected for 2025 awards .
| 2025 Long‑Term Incentive Opportunity | Target Value | Metric / Vesting | Notes |
|---|---|---|---|
| PSUs (at target) | $2,000,000 | Performance‑based (revenue), one‑year performance period (consistent with 2024 program) | Emphasizes top‑line execution; 2024 cap at target maintained program discipline . |
| RSUs | $2,000,000 | Time‑based, generally 3‑year ratable vesting (per company practice) | Retention and ownership alignment . |
Illustrative plan rigor from 2024 (context for CFO role):
- AIP revenue target $1.870B with 0%/100%/200% payout (threshold/target/max) and a 5‑ppt EBITDA shortfall deduction per $2M below $725M (max 75‑ppt reduction). Actual 2024 revenue was $1.883B and adjusted EBITDA $775M, yielding a 188.1% payout for revenue‑metric participants .
- 2024 PSUs vested at target on revenue; multi‑year 2022 TSR PSUs paid 0% for 2‑year and 3‑year tranches (9th and 6th percentile), underscoring performance sensitivity .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (individual) | Foster was appointed CFO in Feb. 2025; he is not itemized in the March 12, 2025 individual ownership table. The group of all directors and current executive officers (13 persons) owned 6,284,503 shares (10.9%) . |
| Stock ownership guidelines | Executives must hold 3x base salary (unvested RSAs and shares underlying unvested RSUs count); as of Mar. 12, 2025, each executive officer was in compliance . |
| Pledging / hedging | Proxy does not disclose any pledged shares. Insider trading policy requires pre‑clearance for any hedging or similar transaction and justification two weeks prior to the trade . |
| Alignment features | Equal mix of PSUs (revenue) and RSUs in 2025; RSUs promote long‑term holding; PSUs tie outcomes to annual operating execution . |
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At‑will; CFO letter expressly states it is not an employment contract and preserves at‑will status . |
| Compensation vehicles | Eligible for the Annual Incentive Plan (AIP) and for equity awards under the 2023 Long‑Term Incentive Plan (LTIP) . |
| Restrictive covenants | Non‑Solicitation Agreement and a Confidentiality/Non‑Disparagement/Proprietary Information Agreement (both dated Feb. 4, 2025) . |
| Severance | No CFO‑specific severance multiple disclosed in the letter agreement; company‑wide AIP and LTIP govern payouts/vesting under terminations/CoC . |
| Change‑in‑control – AIP | Lump‑sum payment equal to the target amount pro‑rated for time elapsed (illustrated in proxy methodology) . |
| Change‑in‑control – Equity | RSAs/RSUs: vest 100% if not assumed by acquirer; if assumed, continue per terms. PSUs: remain outstanding; double‑trigger vesting upon qualifying termination in 12 months post‑CoC; if not assumed, vest per plan (earned/target and pro‑rata mechanics) . |
| Clawback | Company maintains a clawback policy covering current/former executive officers for erroneously awarded incentive compensation upon financial restatement . |
| Perquisites | No CFO‑specific perquisites disclosed; CEO perquisites (aircraft, security, club dues) are separately described and not applicable to CFO letter . |
Performance & Track Record
- Prior operating record: As CEO of iiPay (2016–Oct. 2022), Foster led significant revenue growth and office expansion, aligning with Paycom’s automation‑led growth strategy .
- Company execution under current program: 2024 results exceeded revenue and EBITDA targets, while TSR‑linked PSUs from 2022 paid 0%—indicating strong operating metrics but lagging multi‑year stock performance, a dynamic relevant to Foster’s revenue‑linked PSUs and overall pay‑for‑performance calibration .
Compensation Structure Analysis (signals)
- Mix and risk: 2025 CFO pay targets are balanced—50% PSUs (revenue, one‑year) and 50% RSUs (3‑year ratable)—shifting more weight to performance than 2023’s one‑time retention actions, consistent with shareholder feedback .
- Metric design: Continued emphasis on revenue (cash and equity), with an EBITDA safeguard in AIP; aligns with investor focus on top‑line growth and profitability, but introduces concentration risk if revenue slows .
- Discipline: Two consecutive 0% outcomes on multi‑year TSR PSUs (2022 grant) demonstrate meaningful downside risk and responsiveness to stockholder experience .
- Governance: Robust ownership guidelines (3x salary) and clawback present; hedging allowed only with pre‑clearance and justification (less restrictive than outright bans) .
Vesting Schedules and Insider Selling Pressure
- RSUs: Generally vest in equal tranches over three years (e.g., prior NEO grants vested on Feb. 5 over three cycles), creating predictable annual vesting events and potential open‑window selling pressure if 10b5‑1 plans are used .
- PSUs: One‑year performance period on revenue; vesting at target if revenue meets/exceeds target (capped at target in 2024), creating near‑term performance‑driven share deliveries .
- Policy controls: Insider trading policy mandates pre‑clearance and governance oversight of hedging; executives must maintain ownership levels, mitigating misalignment risk .
Multi‑Year Compensation Snapshot (Target – 2025)
| Component | Value |
|---|---|
| Base Salary | $566,800 |
| AIP Target (100% of base) | $566,800 |
| PSUs (at target) | $2,000,000 |
| RSUs | $2,000,000 |
| Total Target Compensation | $5,133,600 |
Note: Initial CFO appointment letter set salary at $545,000 (Feb. 12, 2025), subsequently reflected at $566,800 in 2025 target program .
Equity Ownership & Alignment (Detailed)
| Measure | Status |
|---|---|
| Individual beneficial ownership | Not itemized for Foster in 2025 proxy; group (13 persons) holds 10.9% (6,284,503 shares) . |
| Ownership guideline | 3x base salary; executives in compliance as of Mar. 12, 2025 . |
| Pledged shares | No pledging disclosed in proxy ownership tables . |
Employment Terms (Severance/CoC Economics)
| Item | Economics |
|---|---|
| Severance multiple | None specified in CFO letter; at‑will employment with eligibility under AIP/LTIP plan terms . |
| AIP on CoC | Lump‑sum equal to target pro‑rated for time elapsed (per plan) . |
| Equity on CoC | RSAs/RSUs: 100% vesting if not assumed; PSUs: double‑trigger if assumed and terminated without cause/for good reason within 12 months; if not assumed, vest per plan’s determinable/target pro‑ration rules . |
| Clawback | Applies to executive incentive pay after a restatement . |
Investment Implications
- Alignment: Equal weighting of PSUs (revenue) and RSUs in 2025 ties Foster’s realizable pay to near‑term operating execution and sustained tenure; 3x salary ownership and a live clawback add alignment and risk control .
- Retention vs. pressure: Three‑year RSU cadence promotes retention; one‑year PSUs create nearer‑term vesting/selling catalysts tied to revenue prints; insider policy pre‑clearance moderates risk of opportunistic trading .
- Governance quality: No stated CFO severance multiple or CoC cash parachute; equity treatment is market‑standard (double‑trigger on assumed PSUs), with no tax gross‑ups disclosed—a shareholder‑friendly profile .
- Execution risk: Revenue-centric metrics concentrate risk in top‑line performance; TSR PSU forfeitures (2022 grant) evidence design rigor and the need for durable growth to drive equity realizations .