Martin Mucci
Chairman of the Board at PAYX
Board
About Martin Mucci
Martin Mucci is the non‑independent Chairman of the Board of Paychex, Inc., serving as a director since 2010. He previously served as President & CEO (2010–2021) and then Chairman & CEO (Dec 2021–Oct 2022) before retiring from the CEO role; age 65 in the 2025 proxy (64 in the 2024 proxy) . Before Paychex, he held senior roles at Frontier Communications of Rochester, including President, Telephone Operations and President & CEO of Frontier Telephone of Rochester (1998–2001) . The Board cites his deep knowledge of Paychex and strong financial literacy as core credentials for leading the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paychex, Inc. | Chairman of the Board | Oct 2022–present | Executive Committee Chair; Board leader with former CEO experience |
| Paychex, Inc. | Chairman & CEO | Dec 2021–Oct 2022 | Led company through leadership transition |
| Paychex, Inc. | President & CEO | Sep 2010–Dec 2021 | Ran operations, strategy and performance |
| Paychex, Inc. | SVP, Operations | Oct 2002–Sep 2010 | Oversight of operations |
| Frontier Communications of Rochester | President, Telephone Operations | 1998–2001 | Senior operating leadership |
| Frontier Telephone of Rochester | President & CEO | 1998–2001 | Senior executive leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cintas Corporation | Director | Apr 2023–present | Audit; Nominating & Governance committees |
| Royal Oak Realty Trust | Board Member | May 2025–present | Audit Committee |
| Madison Dearborn Partners | Business & Government Software and Services Advisory Team | 2013–present | Advisory role |
| St. John Fisher University | Trustee Emeritus | Since 2014 | — |
| NCR Corporation | Director | Apr 2021–Oct 2023 | Former director |
| Cbeyond | Director | Feb 2009–Jul 2014 | Former director |
Board Governance
- Independence and role: Mucci is a non‑independent director and serves as Chairman; the Board structure includes a separate President & CEO (non‑independent) and a Lead Independent Director (Joseph Tucci) .
- Committee assignments: Executive Committee (Chair); independent directors lead Audit, Compensation & Leadership (C&L), Nominating & Governance (N&G), Investment, and Corporate Development Advisory committees .
- Attendance and engagement: FY2025 Board held 4 meetings; average attendance ~96%, each director ≥83%; directors attended the 2024 Annual Meeting (100%) . FY2024 attendance averaged ~98%, each ≥94% .
- Executive sessions: Independent/non‑management directors hold executive sessions at each regularly scheduled Board meeting; Lead Independent Director conducts them .
- Stockholder engagement: FY2025 outreach to top holders focused on board refreshment and governance of cybersecurity, data privacy, and AI practices .
Fixed Compensation
Director compensation for FY2024–FY2025:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual cash retainer (Chairman) | $195,000 | $195,000 |
| Stock awards (grant-date fair value) | $109,016 | $108,980 |
| Stock options (grant-date fair value) | $108,990 | $108,992 |
| Total | $413,006 | $412,972 |
Grant structure (directors):
- Annual equity grant (July 15, 2024): Mucci received 896 time-based RSUs and 3,949 stock options; options exercise price $121.63; both RSUs and options vest on the first anniversary of grant .
- RSU sale restrictions: RSU shares may not be sold during Board tenure except for taxes; options fair value modeled via Black‑Scholes; time‑based RSU fair value based on closing price .
Performance Compensation
- Directors (including the Chairman) receive time‑based RSUs and stock options; no disclosed performance‑conditioned equity or cash incentives for directors. The company’s performance‑linked incentives apply to executives, not directors .
Other Directorships & Interlocks
| Company | Relationship to PAYX | Potential Interlock/Conflict |
|---|---|---|
| Cintas Corporation | Unrelated industry (uniform/facility services) | No PAYX‑disclosed transactions; serves on Audit and N&G committees at Cintas |
| NCR Corporation (former) | Technology/solutions | Former role ended Oct 2023; no current PAYX‑disclosed transactions |
| Royal Oak Realty Trust | Private REIT | Board/Audit Committee; no PAYX‑disclosed related transactions |
Compensation & Leadership Committee Interlocks: None disclosed for PAYX in FY2024 .
Expertise & Qualifications
- Extensive Paychex operational and strategic leadership experience; strong financial literacy noted by the Board .
- Technology/telecom operating background (Frontier) complements HCM platform oversight .
- Public board service (Cintas; former NCR, Cbeyond) adds cross‑industry governance breadth .
Equity Ownership
Beneficial ownership (SEC definition, includes exercisable options within 60 days):
| Metric | As of Jul 31, 2024 | As of Jul 31, 2025 |
|---|---|---|
| Shares owned | 439,476 | 425,275 |
| Options exercisable by ~60 days | 1,334,925 | 903,648 |
| Total beneficially owned | 1,774,401 | 1,328,923 |
| Percent of class | <1% | <1% |
Outstanding director equity awards as of May 31, 2025:
- RSUs: 896 shares; Stock options: 1,338,874 options (reflects cumulative awards over tenure) .
- Director stock ownership guidelines: Non‑management directors must hold 6× annual Board retainer; all non‑management directors are compliant .
- Hedging/pledging: Directors prohibited from hedging and pledging company stock; strict insider trading policy applies .
Governance Assessment
- Independence: Non‑independent Chairman; mitigated by separate CEO, a robust Lead Independent Director, and all standing committees chaired by independent directors—this structure balances strategic insight from a former CEO with independent oversight .
- Attendance/engagement: Strong attendance metrics (96% FY2025; 98% FY2024) and full Annual Meeting participation support board effectiveness and reliability .
- Alignment: Significant long‑dated option exposure and RSU holdings reinforce long‑term equity alignment; director RSUs have sale restrictions during tenure; ownership guidelines enforced .
- Conflicts/related parties: FY2025 related‑party transactions involved BlackRock, Kodak, Bonadio Group, and HelloTeam; none were associated with Mucci; process oversight by N&G and arm’s‑length approval mitigations disclosed .
- Shareholder signals: Say‑on‑pay support remained strong (95% in 2024; 94% in 2023), and board engagement addressed investor priorities (board refreshment; cybersecurity/data privacy/AI governance) .
Red flags to monitor:
- Non‑independence in the Chair role requires continued reliance on the Lead Independent Director and independent committee chairs for checks and balances .
- Large legacy option holdings necessitate ongoing disclosure and adherence to trading/blackout policies; current policies prohibit hedging and pledging, which reduces alignment risk .