Sipi Bhandari
Chief Legal Officer, Chief Ethics Officer and Secretary at PAYX
Executive
About Sipi Bhandari
Sipi Bhandari, age 54, is Chief Legal Officer, Chief Ethics Officer, and Corporate Secretary of Paychex and a member of the Executive Committee; she joined the company in May 2024 after senior legal leadership roles at AIG, Freddie Mac, Deutsche Bank, and Viacom, and earlier practice at Davis Polk & Wardwell following a federal appellate clerkship with Judge John M. Duhé, Jr. . During her tenure, Paychex delivered fiscal 2025 service revenue of $5.4B (+5% YoY), operating income of $2.2B (+2% YoY), diluted EPS of $4.58 (-2% YoY), adjusted diluted EPS of $4.98 (+6% YoY), and a 5-year TSR of 151%, metrics directly used in executive incentive design and performance-based equity awards . Her role also encompasses corporate governance responsibilities including signing SEC filings and proxy materials in her capacity as Corporate Secretary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AIG | SVP, Deputy General Counsel and Corporate Secretary | 2022–2024 | Led public company governance and legal operations at a Fortune 100 insurer . |
| Freddie Mac | Senior legal leadership roles | 2020–2022 | Drove legal support across housing finance operations . |
| Deutsche Bank | Senior legal leadership roles | 2007–2020 | Supported global banking compliance, markets, and governance . |
| Viacom (Paramount Global) | Senior legal roles | Not disclosed | Media corporate legal and governance responsibilities . |
| Davis Polk & Wardwell | Associate | Not disclosed | Corporate legal advisory experience . |
| U.S. Court of Appeals, Fifth Circuit | Law Clerk to Hon. John M. Duhé, Jr. | Not disclosed | Federal appellate clerkship; foundations in complex litigation and appellate practice . |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in company filings | — | — |
| No public company directorships or external board roles were disclosed for Bhandari in the executive officers section of the FY2025 Form 10-K . |
Fixed Compensation
| Element | Company Disclosure | Applies to Executive Officers | Notes |
|---|---|---|---|
| Base Salary | Reviewed annually by C&L Committee . | Yes | Individual base salary for Bhandari not disclosed in fiscal 2025 proxy . |
| Perquisites | No significant perquisites; NEOs receive benefits similar to all employees (health, life, 401(k) match) . | Yes | Applies broadly; minimizes fixed cash leakage . |
| Deferred Compensation | Non-qualified, unfunded plan available to executive officers to supplement 401(k) . | Yes | Design similar to 401(k) with executive deferrals . |
| Ownership Guidelines | CEO 6x salary; SVPs 3x salary; sales restrictions until guideline met . | Yes | Bhandari is an Executive Committee member; SVP-level guideline applies to SVPs; compliance status specific to her not disclosed . |
Performance Compensation
| Annual Incentive Program (FY2025) | Threshold YoY Growth | Target YoY Growth | Max YoY Growth | Achievement vs Target | Notes |
|---|---|---|---|---|---|
| Service revenue | 1.2% | 5.5% | 7.6% | 100.0% | Weighted by role; CEO and NEOs’ weightings disclosed; Bhandari’s weighting not disclosed . |
| Operating income, net of certain items | 2.4% | 6.6% | 8.8% | 99.3% | Non-GAAP as defined; reconciled in proxy appendix . |
| Annualized new business revenue | 2.0% | 4.0% | 7.2% | 0.0% (below threshold) | No payout for this metric in FY2025 . |
| Long-Term Incentives (Design) | Metric | Performance Period | Payout Modifier | Notes |
|---|---|---|---|---|
| Performance-based RSUs | Service revenue; Operating income (net of certain items) | 3 years (enhanced from 2 years in FY2025) | rTSR vs S&P 500, ±25% | FY2025 changes increased performance equity focus for certain execs; applies to program design . |
| Time-based RSUs | Stock price at vest | 3-year ratable vesting (1/3 per year) | None | Program-wide vesting schedule applies . |
| Stock Options | Stock price on exercise | Grant cadence annually; 10-year terms typical per outstanding option tables | None | Grants approved on a predetermined schedule post year-end results . |
| Performance Stock Awards (Cycle ending May 31, 2025) | Two-Year Target | Actual | % of Target | Result |
|---|---|---|---|---|
| Service revenue (non-GAAP per agreement) | $10,747M | $10,542M | 98% | Contributes to 84% payout . |
| Operating income (net of certain items; non-GAAP per agreement) | $4,318M | $4,228M | 98% | Contributes to 84% payout . |
| Payout as % of target | — | — | — | 84% . |
The annual incentive weighting varies by role (CEO, Sales SVP, CFO/IT SVP shown); no individual weighting or payout data was disclosed for Bhandari in FY2025 filings .
Equity Ownership & Alignment
- Stock ownership guidelines require 6x base salary for the CEO and 3x for SVPs; sales restrictions apply until guidelines are met .
- Prohibitions: hedging, pledging, short sales, and trading in derivatives on company stock; insider trading policy strictly enforced .
- Clawback: adopted October 11, 2023, compliant with Exchange Act Section 10D and Nasdaq Rule 5608; recoverable excess incentive-based compensation on restatement for prior three fiscal years .
- Vesting and grant policy: annual equity grants on a predetermined schedule tied to post-year-end C&L Committee meetings; notification specifies number of options/RSUs, targets, vesting schedule, exercise price; not timed around MNPI release .
- RSU vesting cadence: time-based RSUs vest one-third annually over 3 years; performance RSUs vest after performance determination and an additional service period; future vesting tables are disclosed for NEOs; individual figures for Bhandari are not disclosed .
Employment Terms
| Term | Company Policy | Specifics |
|---|---|---|
| Employment agreements | None; employment is at-will for executive officers . | No fixed-term contract for NEOs; applies broadly . |
| Change in Control Plan | Double-trigger (CIC + qualifying termination); severance conditioned on release; no single-trigger payments . | No 280G excise tax gross-ups . |
| Severance multiples | Illustrative multiples disclosed for certain NEOs (CEO 2.0x; selected SVPs 1.5x) . | Bhandari’s exact multiple not disclosed; plan tiers exist . |
| Non-compete/forfeiture | Equity forfeiture and clawback for adverse competitive acts, solicitation, confidentiality breaches, or detrimental conduct; recovery of vested equity value and option profits possible . | Strong deterrent to misalignment . |
| Perquisites | Minimal; broadly available employee benefits . | No executive-specific perqs disclosed . |
| Deferred compensation | Non-qualified, unfunded plan for executives . | Supplements IRS-limited qualified plans . |
Performance & Track Record
- FY2025 performance (used in incentive plans): service revenue $5.4B (+5% YoY), operating income $2.2B (+2% YoY), diluted EPS $4.58 (-2% YoY), adjusted diluted EPS $4.98 (+6% YoY); 5-year TSR 151% .
- Program-level incentive outcomes: annual incentive payouts below target for most metrics; PSUs for 2023–2025 earned at 84% of target with an added service period before vesting .
Governance and Filings Execution
- As Corporate Secretary, Bhandari signs proxy materials and multiple SEC reports (e.g., 8-Ks, transaction exhibits), reflecting oversight of governance processes and disclosure .
- Proxy governance practices emphasize independent compensation consulting, risk mitigation, capped awards, stock ownership guidelines, double-trigger CIC, clawback, and strict trading prohibitions .
Say-on-Pay & Shareholder Feedback
| Meeting | Outcome | Notes |
|---|---|---|
| 2024 Annual Meeting | ~95% approval of NEO compensation . | Committee maintained core design with enhanced performance focus in FY2025 . |
| 2025 Annual Meeting | Advisory vote approved: For 275,491,813; Against 10,038,236; Abstain 1,115,043; Broker non-votes 36,271,182 . | Reinforces support for compensation structure . |
Risk Indicators & Red Flags
- No hedging or pledging of company stock permitted for executives and directors .
- Strong clawback policy aligned with SEC and Nasdaq rules .
- No 280G excise tax gross-ups; double-trigger CIC .
- Equity grant timing controls and blackout policies to avoid opportunistic timing .
Investment Implications
- Compensation alignment: Executive incentives explicitly tied to service revenue growth, profitability (operating income net of certain items), and rTSR, supporting long-term value creation and reducing the chance of short-term risk-taking .
- Retention and selling pressure: Stock ownership guidelines (3x salary for SVPs), strict trading prohibitions, and three-year vesting structures temper near-term selling and promote retention; non-compete/forfeiture and clawback provisions further align behavior with shareholders .
- Change-of-control economics: Double-trigger CIC without tax gross-ups mitigates windfall risks; disclosed multiples for certain NEOs suggest disciplined severance mechanics, though Bhandari’s specific tier is not disclosed .
- Governance execution: Active oversight and consistent signing of SEC filings by Bhandari indicates robust governance controls—positive for disclosure quality and risk management .