Joseph Tucci
Lead Independent Director at PAYX
Board
About Joseph M. Tucci
Independent Lead Independent Director at Paychex since 2000 (age 78). Former Chairman and CEO of EMC and Chairman of VMware; co-founder and Chairman of Bridge Growth Partners. Recognized for 40+ years of executive leadership in global technology, with board-level oversight experience across compensation, governance, and executive committees. Committees: Compensation & Leadership, Executive, and Nominating & Governance; serves as Lead Independent Director and conducts executive sessions of independent directors at each regularly scheduled Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMC Corporation | Chairman of the Board; Chief Executive Officer | Jan 2001 – Sep 2016 (CEO); Jan 2006 – Sep 2016 (Chair) | Led revitalization, growth, share gains, and product introductions |
| VMware, Inc. | Chairman of the Board | Apr 2007 – Sep 2016 | Oversight of cloud infrastructure leadership |
| Bridge Growth Partners, LLC | Co-founder and Chairman | Since 2013 | Private equity leadership; board governance experience |
| Syniti | Board Member | Aug 2017 – Nov 2024 | Enterprise data management oversight |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Motorola Solutions, Inc. | Director | Since May 2017 | Current public company directorship |
| GTY Technology Holdings, Inc. | Director | Sep 2016 – Jul 2022 | Former public company directorship |
Board Governance
- Independence: Independent director; Lead Independent Director responsible for executive sessions of independent directors at each scheduled Board meeting .
- Committees: Compensation & Leadership (member), Executive (member), Nominating & Governance (member) .
- Attendance: Board met 4 times in FY2025; average Board/committee attendance ~96%, with each director at least 83%; 100% of then-current directors attended the 2024 Annual Meeting .
- Leadership Structure: Separate Chair (non-independent) and CEO roles; committees led by independent directors; annual self-evaluations and individual director assessments .
- Compensation & Leadership Committee composition: Doody (Chair), Joseph, Tucci, Velli; executive sessions each meeting; peer benchmarking used for compensation program .
Fixed Compensation
| Element | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $183,750 | Actual cash compensation for FY2025 |
| Annual Cash Retainer (Independent Directors) | $95,000 | Standard retainer |
| Lead Independent Director Retainer | $50,000 | In addition to annual retainer |
| Committee Member Retainers | C&L: $10,000; N&G: $10,000; Executive: $7,500 | Per committee, annual |
Director compensation is set by the Compensation & Leadership Committee and approved by the Board; management does not set director pay . Directors may elect to defer cash compensation; the plan is non-qualified, unfunded, with no company contributions and no above-market earnings; in FY2025, no directors other than the CEO deferred .
Performance Compensation
| Grant Detail | RSUs | Stock Options |
|---|---|---|
| Grant Date | July 15, 2024 | July 15, 2024 |
| Quantity | 761 shares | 3,351 options |
| Exercise Price | N/A | $121.63 |
| Grant-Date Fair Value Basis | Closing price ($121.63) | Black-Scholes (per-option fair value $27.60; 4.3% risk-free rate; 3.3% dividend yield; 0.25 volatility; 7.0-year expected life) |
| Vesting | On first anniversary of grant | On first anniversary of grant |
| Restrictions/Other | RSU shares may not be sold during Board tenure (tax sales permitted); unvested RSUs may be accelerated at Board discretion for certain events | Unvested options are canceled upon retirement |
| FY2025 Director Compensation Mix | Cash | Stock Awards (RSUs) | Stock Options | Total |
|---|---|---|---|---|
| Joseph M. Tucci | $183,750 | $92,560 | $92,488 | $368,798 |
Equity-based compensation target for independent directors was ~$185,000 total fair value (~50% RSUs/~50% options); Chairman at ~$218,000 .
Other Directorships & Interlocks
| Entity | Relationship to PAYX | Potential Interlock/Conflict Note |
|---|---|---|
| Motorola Solutions, Inc. (Director since 2017) | External public company board | Not identified as a Paychex competitor in proxy materials |
| GTY Technology Holdings, Inc. (2016–2022) | Former external public company board | No related-party transactions disclosed in cited sections |
Expertise & Qualifications
- Executive leadership in large, complex global technology companies; revitalization and market-share growth track record at EMC .
- Strategic planning, international business, M&A, go-to-market, technology experience aligned to Board skill needs .
- Lead Independent Director responsibilities enhance independent oversight and governance quality .
Equity Ownership
| Ownership Detail (as of July 31, 2025 unless noted) | Amount |
|---|---|
| Shares Owned | 66,475 |
| RSUs Vesting by Sep 29, 2025 | — (none disclosed for Tucci) |
| Stock Options Exercisable by Sep 29, 2025 | 57,033 |
| Total Beneficially Owned | 123,508 |
| Outstanding Equity Awards (as of May 31, 2025) | Shares/Options |
|---|---|
| Stock Awards (time-based RSUs) | 761 |
| Stock Options | 57,033 |
- Stock Ownership Guidelines: Non-management directors must hold stock valued at 6× annual Board retainer; expected to attain within 5 years. All non-management directors are currently compliant .
- Hedging/Pledging: Prohibited from hedging (no speculative trading, short sales, puts/calls) and pledging Paychex securities .
Governance Assessment
- Independence and Leadership: Tucci is independent and serves as Lead Independent Director, conducting executive sessions and reinforcing non-management oversight at each scheduled meeting .
- Engagement and Attendance: FY2025 attendance was robust (Board/committee ~96% average; each director ≥83%; 100% at 2024 Annual Meeting), indicating strong engagement .
- Committee Roles: Membership on Compensation & Leadership, Nominating & Governance, and Executive committees places Tucci at the center of pay policy, board refreshment, and strategic oversight; C&L committee operates with executive sessions and independent decision-making .
- Pay and Alignment: Balanced cash/equity mix with one-year vesting; compliant ownership per guidelines; strict prohibitions on hedging/pledging support alignment with shareholders .
- Compensation Structure: Use of peer group benchmarks and independent committee oversight for executive and director pay reduces risk of pay inflation or misalignment; equity grants sized consistently across independent directors .
RED FLAGS: None explicitly disclosed in the cited proxy sections regarding Tucci’s attendance, hedging/pledging, or ownership guideline compliance; committee roles and independent status support board effectiveness .