Joseph Doody
Director at PAYX
Board
About Joseph G. Doody
Independent director at Paychex, Inc. since 2010; age 73; former Vice Chairman at Staples with extensive operational leadership and international experience. Currently chairs the Compensation & Leadership Committee and serves on the Investment and Nominating & Governance Committees, bringing strategic planning and business development credentials relevant to Paychex’s client base and growth plans .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | Vice Chairman | Feb 2014 – Sep 2017 | Senior leadership of multinational operations; strategic planning and business development |
| Staples, Inc. | President, North American Delivery | Mar 2002 – Feb 2014 | Oversight of large distribution business; operational expertise |
| Staples, Inc. | Various positions | Nov 1998 – Mar 2002 | Progressive management roles |
| The College at Brockport Foundation Board | Chair; later Emeritus | Chair 2013–2017; Emeritus since 2019 | Non-profit governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Casella Waste Systems, Inc. | Director | Since 2004 | Public company board service |
| Virtusa Corporation | Director (former) | Feb 2017 – Feb 2021 | Technology sector board experience |
Board Governance
- Independence: Independent director; not part of management .
- Committee assignments: Chairs Compensation & Leadership; member of Investment; member of Nominating & Governance .
- Attendance: Board met 4 times in FY2025; average attendance ~96%; each director ≥83%; 100% of directors attended 2024 Annual Meeting .
- Lead independent oversight: Board has a Lead Independent Director (Tucci) and executive sessions each regular meeting; C&L, Audit, N&G led by independent directors .
- Governance policies: Corporate Governance Guidelines; strict anti-hedging and anti-pledging policies for directors; stock ownership guidelines apply .
Fixed Compensation (Director)
| Metric | FY2025 |
|---|---|
| Fees Earned or Paid in Cash ($) | 128,750 |
| Stock Awards (Grant-date fair value, $) | 92,560 |
| Stock Options (Grant-date fair value, $) | 92,488 |
| Total ($) | 313,798 |
Director retainer structure (for context in FY2025):
- Annual cash retainer $95,000; C&L member $10,000; C&L chair $22,500; N&G member $10,000; Investment member $7,500; plus other committee retainers where applicable .
Annual equity grant details (FY2025 cycle, granted July 15, 2024):
| Element | Grant Date | Quantity | Fair Value per Share | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|---|
| Time-Based RSUs | Jul 15, 2024 | 761 | $121.63 | N/A | Cliff vest at 1-year | Sales restricted during tenure except for taxes |
| Stock Options | Jul 15, 2024 | 3,351 | $27.60 | $121.63 | Cliff vest at 1-year | 7-year expected life; Black-Scholes inputs disclosed |
Performance Compensation (C&L Committee Oversight Signals)
Paychex ties executive pay to performance; as C&L Chair, Doody oversees these structures:
| FY2025 Annual Incentive Metrics | Threshold | Target | Maximum | Achievement vs Target |
|---|---|---|---|---|
| Service revenue (YoY growth) | 1.2% | 5.5% | 7.6% | 100.0% |
| Operating income, net of certain items (YoY growth) | 2.4% | 6.6% | 8.8% | 99.3% |
| Annualized new business revenue | 2.0% | 4.0% | 7.2% | 0.0% (below threshold) |
Executive payout outcomes (illustrative alignment):
| Executive | Target Bonus (% of base) | Actual % of Base Earned | Actual Payout ($) |
|---|---|---|---|
| CEO (Gibson) | 150.0% | 106.4% | 957,375 |
| CFO (Schrader) | 100.0% | 71.5% | 357,500 |
Long-term incentives (FY2025 grants):
- Shift to 60% performance-based RSUs for CEO/CFO; 3-year performance period; rTSR ±25% modifier vs S&P 500; payout 0–200% of target .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict with PAYX |
|---|---|---|
| Casella Waste Systems, Inc. | Waste management | No related-party dealings disclosed with PAYX; low overlap with core HCM/payroll services |
| Virtusa Corporation (former) | IT services | Former role; no current interlock noted |
No related-party transactions involving Doody disclosed in FY2025; disclosed related-party items involve BlackRock, Kodak, Bonadio Group, HelloTeam, none tied to Doody .
Expertise & Qualifications
- Significant leadership of large multinational division (Staples); operational expertise; strategic planning and business development .
- Deep knowledge of SMB client base relevant to Paychex’s market; international experience; boardroom acumen .
Equity Ownership
| As of | Shares Owned | RSUs Vesting by Sep 29, 2025 | Options Exercisable by Sep 29, 2025 | Total Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Jul 31, 2025 | 23,758 (held via trust; sole voting/investment power) | — | 28,557 | 52,315 | <1% |
Outstanding awards (May 31, 2025):
- Unvested stock awards: 761 shares .
- Stock options outstanding: 28,557 .
Ownership alignment policies:
- Director stock ownership guideline: 6× annual board retainer; all non-management directors compliant .
- Prohibition on hedging and pledging of Paychex stock for directors .
Section 16 compliance:
| Metric | FY2025 |
|---|---|
| Late Form 4 filings (Doody) | None; company notes one late Form 4 for Golisano, not Doody |
Governance Assessment
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Strengths:
- Independent director with long tenure and deep operational and SMB market experience; chairs C&L Committee overseeing pay-for-performance frameworks enhanced in FY2025 (higher performance-based equity, rTSR modifier) .
- High board/committee attendance and robust executive-session practice; strong governance policies (anti-hedging/pledging; ownership guidelines) .
- No related-party transactions involving Doody; Section 16 compliance intact .
- Director compensation mix balanced between cash and equity; annual equity grant structures with one-year vesting promote retention while restricting RSU sales during tenure .
-
Pay governance signals:
- FY2025 annual incentive metrics achieved near target for revenue and operating income but missed new business revenue, leading to below-target payouts—supports disciplined incentive oversight under C&L Chair Doody .
- Strong historical say-on-pay support (95% approval in 2024), reflecting investor confidence in compensation governance .
-
Red flags/risks:
- None disclosed specific to Doody. No hedging/pledging; no related-party exposure; attendance strong .
-
Implications for investors:
- Doody’s chair role on C&L and his operational pedigree lend credibility to incentive design and succession planning; absence of conflicts and adherence to ownership/hedging policies bolster alignment and governance quality .