Shane Hadlock
Paycom SoftwareAbout Shane Hadlock
Shane Hadlock, age 50, is Paycom’s Chief Client Officer and Chief Technology Officer, sharing principal operating officer responsibilities with the COO as of Aug. 18, 2025. He has 30+ years of technology experience, nearly 14 at Paycom, and previously led multiple IT functions (Director of IT for six years; EVP of IT & Information Security for six years) before being named Chief Client Officer in Oct. 2024; he holds a B.S. in Computer Science and an MBA from the University of Central Oklahoma . Company performance context: 2024 revenue was $1.88B (+11% YoY), adjusted EBITDA $775M (41.2% margin), and GAAP net income $502M (26.7% margin) ; in Q3 2025, revenue rose 9.1% YoY to $493.3M and net income was $110.7M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paycom | Chief Client Officer & Chief Technology Officer | Aug. 18, 2025–present | Oversees IT while leading client service; designated executive officer and principal operating officer (shared) . |
| Paycom | Chief Client Officer | Oct. 2024–Aug. 2025 | Led client service, driving automation in service and ROI outcomes . |
| Paycom | EVP, Information Technology & Information Security | May 2018–Oct. 2024 | Ran core IT/InfoSec functions; scaled infrastructure and security . |
| Paycom | Director of IT | ~2012–May 2018 (six years) | Built foundational IT capabilities and systems . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hertz | Various leadership roles | ~10 years | Led technology-oriented initiatives in a global fleet/services context . |
Fixed Compensation
| Component | Terms | Amount/Detail | Vesting/Timing |
|---|---|---|---|
| Base Salary (2025) | Per Letter Agreement | $550,000 | Paid bi-weekly . |
| 2025 Annual Bonus (legacy plan) | Fixed cash bonus for 2025; employment condition on payment dates | $500,000 total | Quarterly payments: $125,000 in Oct. 2025 and $125,000 in Jan. 2026 . |
| 2026 Annual Bonus Eligibility | AIP participation from 2026 | Determined by Compensation Committee | Committee sets metrics and payouts (consistent with other executives) . |
Performance Compensation
| Plan/Metric | Weighting | Target(s) | Actual/Payout | Notes |
|---|---|---|---|---|
| 2026 AIP (Hadlock) | To be set by Committee | TBD | TBD | Eligible from 2026; metrics/payouts set annually . |
| Company AIP—Revenue (2024) | 100% (for revenue participants) | Threshold: $1,860.0MM; Target: $1,870.0MM; Max: $1,885.0MM | Actual revenue $1,883.2MM → 188.1% payout; Adjusted EBITDA modifier not applied (beat $725.0MM target) . | |
| Company AIP—Annual Revenue Retention (2024) | 100% (for retention participants) | Threshold: 90%; Target: 91%; Max: 97% | Actual 90% → 90% payout . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 54,507 shares of PAYC common stock, including 21,165 unvested restricted shares (Direct) . |
| Shares Outstanding (context) | 56,269,005 shares as of Oct. 28, 2025 . |
| Ownership as % of Outstanding | ≈0.10% (54,507 ÷ 56,269,005) . |
| Stock Ownership Guidelines (Execs) | 3x base salary for executive officers; 6x for CEO; compliance generally measured annually . |
| Hedging/Pledging | Insider trading policy requires pre-clearance of any hedging or similar transactions; pledging policy not specifically disclosed in the proxy . |
| 10b5‑1 Trading Plans (Q3 2025) | No director or officer adopted, modified, or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 arrangements in Q3 2025 . |
Equity Incentive Plan Features (2023 LTIP)
- RSUs: Time-based, vest ratably over three years .
- PSUs (2024 structure): One-year revenue metric; most executives capped at target payout even if revenue exceeds target .
- Change-in-control: RSAs/RSUs fully vest if awards are not assumed; PSUs remain outstanding and fully vest on double trigger within 12 months post‑CoC or, if not assumed, pro‑rated vesting at target for undeterminable payout at CoC .
Employment Terms
| Term | Detail |
|---|---|
| Title/Designation | Chief Client Officer & CTO; executive officer; principal operating officer (shared) effective Aug. 18, 2025 . |
| Employment Nature | At-will; letter supersedes prior Oct. 2024 offer letter . |
| Bonus Eligibility | 2025 fixed quarterly bonus; AIP eligibility beginning 2026 . |
| Equity Eligibility | Eligible for grants under 2023 LTIP on annual cycle . |
| Agreements | Employee Non‑Solicitation Agreement (Feb. 4, 2025); IP Assignment/Confidentiality/Class Action Waiver (Feb. 4, 2025) . |
| Severance/CoC Cash Benefits | Not disclosed in Hadlock’s letter; no severance terms referenced . |
| Clawback | Company compensation recovery policy for current/former executive officers upon accounting restatement . |
Performance & Track Record
- Technology and client service leadership: Ran IT/InfoSec for ~6 years, then client service (Chief Client Officer), now CTO; recognized internally for expanding technical capabilities and client ROI .
- Company value creation context: 2024 revenue $1.88B (+11% YoY), adjusted EBITDA $775M (41.2%), net income $502M (26.7% margin) ; Q3 2025 revenue $493.3M (+9.1% YoY), net income $110.7M .
- Long-term equity discipline: Two consecutive years of 3‑year PSU forfeiture on relative TSR (2022 PSUs paid 0%; 9th percentile for 2‑year tranche, 6th percentile for 3‑year tranche) .
Compensation Structure Analysis
- Shift to AIP (2026+): Hadlock’s variable pay transitions to Committee-set, performance-based AIP in 2026 (consistent with peer‑aligned design changes) .
- Equity mix and rigor: Company moved non‑CEO NEOs in 2024 to equal mix of PSUs and RSUs (with one-year revenue PSUs capped at target for most), responding to say‑on‑pay feedback to increase performance-based equity .
- Ownership alignment: Executive stock ownership guidelines (3x salary) promote skin‑in‑the‑game; dividends on unvested awards accrue but are paid only upon vesting .
Risk Indicators & Red Flags
- Retention risk: At‑will employment with no disclosed severance or change‑in‑control cash protections in Hadlock’s letter could elevate external poaching risk, partly mitigated by unvested equity and role breadth .
- Trading signals: Initial Form 3 filed Aug. 25, 2025 (54,507 shares, incl. 21,165 unvested restricted), and no Rule 10b5‑1 adoptions or modifications in Q3 2025 .
- Policy controls: Robust clawback policy; pre‑clearance for hedging; stock ownership guidelines enforce long‑term alignment .
Compensation Peer Group & Say‑on‑Pay
- Peer benchmarking: 2024 primary peer set included 19 software/SaaS companies (e.g., ANSYS, HubSpot, Okta, Paylocity, PTC, Dynatrace, The Trade Desk, Tyler Technologies) with median revenue $1.8B and market cap $15B .
- Say‑on‑pay engagement: 2024 proposal received majority support; Board/Committee responded by increasing performance-based equity and resetting CEO program post‑forfeiture .
Investment Implications
- Alignment: Unvested restricted equity (21,165 shares) and executive ownership guidelines support retention and alignment; AIP eligibility in 2026 ties cash incentives to revenue/retention metrics used across Paycom .
- Retention/continuity: Absence of disclosed severance suggests reliance on role scope and equity for retention; breadth across client service and IT centralizes operational execution in a key operator .
- Trading/overhang: No 10b5‑1 plans adopted/modified in Q3 2025 reduces near‑term programmatic selling indicators; upcoming bonus cash flows (Oct 2025, Jan 2026) provide liquidity without equity sales .
- Execution risk vs opportunity: Automation/AI investments and client ROI emphasis (company‑wide) position Hadlock’s functions at the core of product/service delivery; performance-based pay from 2026 increases accountability to revenue/retention outcomes .