Joseph Velli
Director at PAYX
Board
About Joseph M. Velli
Independent director at Paychex since 2007 (age 67). Former Chairman/CEO of ConvergEx Group and Senior Executive Vice President at The Bank of New York, with deep expertise in securities servicing, financial technology, capital markets, B2B sales/marketing, and M&A. The Board notes he plays a key role in investment and liquidity discussions and brings acquisition and business services experience useful for growth opportunities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConvergEx Group, LLC | Chairman & CEO; Director | Oct 2006–Dec 2013; Oct 2006–May 2014 | Led brokerage/tech services firm; CEO oversight |
| The Bank of New York | Senior Executive Vice President; Senior Policy Committee | Feb 1984–Oct 2006 | Capital markets and securities servicing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cognizant Technology Solutions Corp. | Director (public company) | Since Dec 2017 | Current public board |
| Computershare Ltd. (ASX) | Director (public company) | Since Oct 2014 | Current public board |
| AssetMark Financial Holdings | Director (public company) | May 2020–Sep 2024 | Former public company board |
| William Paterson University | Board of Trustees Member | Since Jun 2017 | Community involvement |
| Lovell Minnick Partners | Advisory Council Member | Since Oct 2016 | PE advisory role |
Board Governance
- Committee assignments: Compensation & Leadership (member), Corporate Development Advisory (Chair), Executive (member), Investment (Chair) .
- Independence: Identified as an independent director under SEC and Nasdaq standards; board independence excludes CEO, founder and chair (Mucci, Golisano, Gibson) .
- Attendance: Board met four times in fiscal 2025; average Board/committee attendance ~96%; each director attended at least 83%; 100% of then-current directors attended the 2024 Annual Meeting .
- C&L Committee practice: Executive sessions occur at each C&L meeting; management excluded from compensation decisions .
- Director compensation governance: Recommended by C&L Committee and approved by the Board annually; management does not set director pay .
- Say-on-Pay: 95% approval at the 2024 Annual Meeting, indicating strong investor support for compensation practices .
Fixed Compensation
| Element | Fiscal 2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $132,500 | Actual cash retainers paid to Velli in fiscal 2025 |
| Annual cash retainer (standard) | $95,000 | Standard non-employee director retainer |
| Committee membership retainers (standard) | Audit $12,500; C&L $10,000; N&G $10,000; Investment $7,500; Executive $7,500; Corporate Development Advisory $7,500 | Standard membership fees; chairs receive additional retainers |
| Committee chair retainers (standard) | Audit $25,000; C&L $22,500; N&G $20,000; Corporate Development Advisory $2,500; Investment $2,500 | Standard chair premiums |
Note: Actual cash fees vary based on committee mix, chair roles, and timing changes; Velli’s reported cash total for fiscal 2025 is $132,500 .
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-date Fair Value Basis | Vesting | Other Terms |
|---|---|---|---|---|---|
| Time-based RSUs | Jul 15, 2024 | 761 | Closing price $121.63/share on grant date | Vest on first anniversary | RSU shares may not be sold during Board tenure (except for taxes); directors are subject to ownership guidelines |
| Stock Options | Jul 15, 2024 | 3,351 | Black-Scholes fair value $27.60/share; exercise price $121.63 | Vest on first anniversary | Unvested options canceled upon retirement; options granted per July schedule |
| Annual equity value (structure) | FY2025 | ~50% RSUs / ~50% options | ~$185,000 per independent director | Annual cadence in July | Chairman receives higher equity value ($218,000) |
| Fiscal 2025 Equity Compensation (reported) | Stock Awards (RSUs) | Stock Options | Total Equity Reported |
|---|---|---|---|
| Velli | $92,560 | $92,488 | $185,048 |
- Deferred compensation: Independent directors may defer up to 100% of cash fees; company makes no contributions; in fiscal 2025 no directors other than Mr. Gibson deferred compensation .
- Prohibitions and policies: Hedging, short sales, and buying/selling puts/calls prohibited; pledging stock prohibited; equity award grants scheduled (July) after year-end earnings and guidance; clawback policy for executive incentive compensation adopted Oct 11, 2023 .
Other Directorships & Interlocks
| Company | Relationship to Paychex | Potential Interlock/Conflict |
|---|---|---|
| Cognizant Technology Solutions | None disclosed | No related-person transaction disclosed involving Velli |
| Computershare Ltd. | None disclosed | No related-person transaction disclosed involving Velli |
- Related-person transactions disclosed for fiscal 2025 involved BlackRock (vendor), Eastman Kodak (fees; ties to Golisano), The Bonadio Group (fees; director Bonadio), and HelloTeam (fees; Golisano interest). No transactions involving Velli were disclosed; N&G Committee reviewed and approved transactions as arm’s length and in the Company’s best interests .
Expertise & Qualifications
- Securities servicing, fintech, capital markets, B2B sales/marketing, and M&A; contributes materially to investment and liquidity discussions .
- Experience in acquisitions and business services supports evaluation of growth opportunities .
Equity Ownership
| Holder | Shares Owned | RSUs Vesting by Sep 29, 2025 | Stock Options Exercisable by Sep 29, 2025 | Total Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Joseph M. Velli | 78,455 | — | 57,033 | 135,488 | ** (less than 1%) |
| Outstanding Director Equity Awards (as of May 31, 2025) | Stock Awards (Shares) | Stock Options (Shares) |
|---|---|---|
| Velli | 761 | 57,033 |
- Stock ownership guidelines: Non-management directors must hold stock valued at 6x annual Board retainer; directors may not sell RSU shares during service (except for tax obligations); all non-management directors are currently compliant .
- Hedging/pledging: Prohibited for directors; insider trading policy defines window periods and blackout provisions .
Governance Assessment
- Strengths: Independent status and long tenure provide continuity; dual chair roles (Corporate Development Advisory and Investment) align with his expertise in capital markets, investments, and M&A—supporting board effectiveness in strategic capital allocation and liquidity oversight . Strong Board/committee attendance and full annual meeting participation reflect engagement . Director compensation aligned to market via independent consultants and peer benchmarking; equity mix supports shareholder alignment with sale restrictions on RSUs during tenure .
- Compensation risk controls: Prohibitions on hedging/pledging, scheduled grant practices, and clawback for executives indicate disciplined governance practices and reduced misalignment risk .
- Investor sentiment: 95% Say-on-Pay support at the 2024 Annual Meeting suggests confidence in compensation oversight and Board governance .
- Conflicts: No related-party transactions disclosed involving Velli; N&G Committee reviews and approves related-person transactions, maintaining arm’s length standards .
RED FLAGS
- None disclosed specific to Velli: no hedging/pledging, no related-party exposure, and compliance with ownership guidelines .