Kara Wilson
Director at PAYX
Board
About Kara Wilson
Independent director at Paychex since 2017; age 55. Serves on the Audit Committee and Corporate Development Advisory Committee. Career highlights include Senior Advisor at KKR (since Oct 2019), Chief Marketing Officer at Rubrik (2017–2019), and Executive Vice President/Chief Marketing Officer at FireEye (2013–2017). The Board cites her expertise in go‑to‑market strategy for enterprise technology and global experience as key qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR & Co. Inc. | Senior Advisor | Oct 2019–present | Strategic marketing/go‑to‑market advisory to portfolio companies |
| Rubrik, Inc. | Chief Marketing Officer | Jun 2017–May 2019 | Led enterprise go‑to‑market; brand and demand generation |
| FireEye | Executive Vice President | Oct 2016–Jun 2017 | Executive leadership during scale-up |
| FireEye | Chief Marketing Officer | Aug 2013–Jun 2017 | Built global marketing; enterprise GTM in cybersecurity |
External Roles
| Organization | Public/Private | Role | Tenure/Notes |
|---|---|---|---|
| OneStream | Public | Director | Since Jul 2020; IPO Jul 2024 |
| KnowBe4 | Public (former) | Director | Jan 2020–Feb 2023 |
| SkyHive | Private | Board Member | Since Feb 2021 |
| ReliaQuest | Private | Board Member | Since Jan 2021 |
| OutSystems | Private | Board Member | Since Apr 2020 |
| Alludo | Private | Board Member | Since Jan 2018 |
Board Governance
- Committee memberships: Audit; Corporate Development Advisory .
- Independence: Listed as an independent director under Nasdaq standards .
- Board/committee activity: Board met 4 times in fiscal 2025; average attendance ~96%; each director attended at least 83%; Audit held 6 meetings and Corporate Development Advisory held 5 .
- Risk oversight linkage: Audit oversees financial reporting, internal controls, cybersecurity; Corporate Development Advisory oversees M&A and divestitures .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Independent director base retainer |
| Audit Committee member retainer | $12,500 | Annual member fee |
| Corporate Development Advisory Committee member retainer | $7,500 | Annual member fee |
| Total cash fees (FY2025) | $115,000 | Fees earned/paid in cash for Kara Wilson |
Performance Compensation
| Equity Element | Grant Date | Quantity | Key Terms | Grant-Date Fair Value Inputs |
|---|---|---|---|---|
| Time-based RSUs | Jul 15, 2024 | 761 | Vest on 1st anniversary; sale restricted during Board tenure except for taxes | RSU FV = closing price $121.63 |
| Stock Options | Jul 15, 2024 | 3,351 | Exercise price $121.63; vest on 1st anniversary | Option FV $27.60; 4.3% risk-free, 3.3% dividend yield, 0.25 volatility, 7.0‑yr life |
| FY2025 Director equity mix | — | — | ~50% RSUs / ~50% options; ~$185k total equity value for independent directors | |
| Outstanding awards (as of May 31, 2025) | — | RSUs: 761; Options: 46,813 | Company-wide director snapshot; options reflect cumulative outstanding balance |
Policies:
- Prohibition on hedging and pledging of Company stock for directors .
- Equity grant practices: annual July grants post year-end earnings; no timing around MNPI .
Other Directorships & Interlocks
- Current public board: OneStream (technology) .
- Former public board: KnowBe4 .
- Private boards: SkyHive, ReliaQuest, OutSystems, Alludo .
- Related-party transactions: Proxy discloses transactions with BlackRock, Kodak, The Bonadio Group, HelloTeam; none involve Kara Wilson .
- Potential conflicts: No director‑specific related-party or interlock conflicts disclosed for Ms. Wilson .
Expertise & Qualifications
- Enterprise technology marketing and go‑to‑market leadership; global company experience .
- Skills enhance oversight of growth strategy, product marketing, and M&A through Corporate Development Advisory participation .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (record/beneficial) | 7,365 |
| RSUs vesting by Sep 29, 2025 | 0 |
| Options exercisable by Sep 29, 2025 | 46,813 |
| Total beneficially owned | 54,178 |
| Percent of class | <1% |
| Director ownership guideline | 6x annual Board retainer; time-based RSUs count toward guideline; all non‑management directors currently compliant |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
- Alignment and engagement: Independent director with relevant go‑to‑market and technology expertise; service on Audit strengthens cybersecurity and financial oversight; participation on Corporate Development Advisory aligns with strategic M&A governance .
- Attendance and commitment: Board/committee cadence and disclosed attendance rates indicate strong engagement; 100% director attendance at 2024 annual meeting .
- Incentives and ownership: Balanced cash/equity mix, sale restrictions on RSUs during tenure, and 6x retainer ownership guideline (compliant) support alignment with shareholders; hedging/pledging prohibitions reduce misalignment risk .
- Conflicts/RED FLAGS: No related‑party transactions or conflicts disclosed for Ms. Wilson; no hedging/pledging or attendance concerns identified. RED FLAGS: none observed in proxy disclosures specific to Ms. Wilson .