Kevin Price
Director at PAYX
Board
About Kevin A. Price
Independent director of Paychex, Inc. since 2021; age 65. Background includes founding and leading KAP Holdings, LLC (equipment wholesale) since 2006 and PartScription (e-commerce) from July 2010 to June 2025; prior VP roles at Sears and Ameritech and roles at AC Nielsen. Serves on Audit and Nominating & Governance committees; independent under Nasdaq standards; Board held 4 meetings in fiscal 2025 with ~96% average attendance and each director at least 83%; executive sessions are held at each Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KAP Holdings, LLC | Founder & President | Since 2006 | Entrepreneurial and executive leadership; e-commerce experience |
| PartScription (ecommerce) | Founder & President | July 2010 – June 2025 | E-commerce operating experience |
| Sears Holdings Corporation | VP, Customer Care Network | Aug 2000 – Aug 2006 | Large-scale customer operations leadership |
| Ameritech Corporation | VP, Planning & Administration; VP, Sales & Operations | Jun 1999 – Jul 2000; Jul 1996 – Jun 1999 | Telecom operations and planning |
| AC Nielsen | Various roles | Sep 1991 – Jun 1998 | Market research exposure |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Link Unlimited | Member Emeritus, Board of Directors | Since Aug 1996 |
| Drake University (College of Business and Public Administration) | Advisory Council Member | 2017 – 2020 |
| Dominican University (Brennan School of Business) | Advisory Board Member | 2005 – 2018 |
| Oak Park River Forest Infant Welfare Society | Member | Since 2023 |
Board Governance
- Committee memberships: Audit; Nominating & Governance; not a committee chair .
- Independence: Independent director; Board independence standard notes all directors independent except CEO Gibson, former director Golisano, and Chairman Mucci .
- Attendance and engagement: Board met 4 times in fiscal 2025; average attendance ~96%, and each director attended at least 83% of aggregate Board/committee meetings; executive sessions held at each regular Board meeting led by Lead Independent Director .
- Board leadership: Lead Independent Director role is separate (held by Joseph M. Tucci); committees led by independent directors .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $117,500 | Comprised of annual Board retainer and committee retainers |
| Annual Board Retainer | $95,000 (schedule) | Applicable to independent directors |
| Audit Committee Member Retainer | $12,500 (schedule) | Per year |
| Nominating & Governance Member Retainer | $10,000 (schedule) | Per year |
| Other Cash/Meeting Fees | $0 | No meeting fees disclosed; no other cash |
Performance Compensation
| Award Type | Grant Date | Quantity | Grant-Date Fair Value per unit | Exercise Price | Vesting | Performance Metrics |
|---|---|---|---|---|---|---|
| Time-Based RSUs | July 15, 2024 | 761 | $121.63 | N/A | Vest on first anniversary; sale restrictions during tenure except for taxes | None (time-based only) |
| Stock Options | July 15, 2024 | 3,351 | $27.60 (Black-Scholes assumptions disclosed) | $121.63 | Vest on first anniversary; unvested options canceled upon retirement | None (time-based only) |
| FY2025 Director Equity Structure | N/A | ~50% RSUs / ~50% Options | Total fair value ≈ $185,000 per independent director | N/A | As above | None |
Total FY2025 equity received by Price: Stock Awards $92,560; Stock Options $92,488; Total $185,048; FY2025 total director compensation $302,548 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Kevin A. Price |
| Potential interlocks with competitors/suppliers/customers | None disclosed for Price; FY2025 related-party transactions involved BlackRock, Eastman Kodak, Bonadio Group, HelloTeam; no Price involvement |
| Lead roles at other companies | Founder/President of KAP Holdings; previously founded PartScription |
Expertise & Qualifications
- Entrepreneurial and e-commerce leadership; strategic operations experience at Sears and Ameritech; board-relevant technology/commerce perspective .
- Board qualifications emphasized by Paychex: strategic leadership and agile execution; supports Audit and N&G oversight responsibilities .
Equity Ownership
| Metric | Kevin A. Price | Notes |
|---|---|---|
| Shares Owned (record/beneficial) | 3,062 | As of July 31, 2025 |
| RSUs vesting by Sept 29, 2025 | — | No RSUs listed in this column for Price |
| Stock Options Exercisable by Sept 29, 2025 | 14,835 | Within 60 days per SEC beneficial ownership rules |
| Total Shares Beneficially Owned | 17,897 | Includes exercisable options |
| Ownership as % of class | <1% (indicated as “**”) | SEC beneficial ownership definition applied |
| Outstanding Equity Awards (as of May 31, 2025) | 761 RSUs; 14,835 options | Director equity holdings snapshot |
| Ownership Guidelines | 6× annual Board retainer; 5 years to attain; RSUs count toward guideline; all non-management directors compliant | |
| Hedging/Pledging | Prohibited for directors; no hedging, short selling, or options on Company stock; pledging prohibited |
Governance Assessment
- Strengths: Independent director with Audit and N&G committee assignments; Board-level independence and robust executive-session cadence reinforce oversight. Director compensation mix balances cash retainers with equity, with sale restrictions on RSUs aligning with long-term shareholder interests; stock ownership guidelines enforced and currently met; hedging and pledging are prohibited .
- Engagement: Board and committee attendance robust in FY2025 (~96% average; ≥83% for each director); regular executive sessions enhance independent oversight .
- Conflicts/Related-party: No related-party transactions disclosed involving Price in FY2025; policy and quarterly reviews in place; N&G Committee reviews transactions >$120k and approved limited items unrelated to Price .
- Compensation structure: For directors, equity is time-based with one-year vest; no performance-based metrics for director awards, reducing risk of misaligned incentives; cash fee schedule transparent; FY2025 total compensation for Price $302,548 (cash $117,500; equity fair value ~$185k) .
- RED FLAGS: None identified for Price in FY2025 disclosures (no pledging/hedging; no related-party ties; attendance thresholds met); monitor continued time commitments post-2025 exit from PartScription and ongoing KAP Holdings leadership for potential time/attention conflicts, though no issues were disclosed .