Theresa Payton
About Theresa M. Payton
Theresa M. Payton, age 58, is an independent director of Paychex, Inc. since 2023 and serves on the Audit Committee, bringing deep technology and cybersecurity expertise as founder and CEO of Fortalice Solutions and former White House Chief Information Officer; prior senior roles include SVP positions at Bank of America and Wachovia . She is independent under Nasdaq standards, alongside most board members except the Chairman and CEO . Her governance profile aligns with Audit Committee oversight of cybersecurity, which receives quarterly updates from the CISO and reviews significant cyber risk exposures .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortalice Solutions, LLC | Founder, President & CEO | Sep 2008 – present | Cybersecurity entrepreneur; client-centric governance perspective |
| Dark Cubed | Co-founder, Board Member | Jan 2014 – Sep 2022 | Cybersecurity solutions oversight |
| Executive Office of the President (White House) | Chief Information Officer | May 2006 – Sep 2008 | Federal cyber & technology leadership |
| Bank of America | Senior Vice President | Sep 2004 – Apr 2006 | Financial services technology leadership |
| Wachovia | Senior Vice President | Jul 1995 – Sep 2004 | Financial services leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UniCredit S.p.A | Transformation Innovation Advisory Board | Jan 2019 – Aug 2022 | Advisory role to European bank |
| CyberArk | Public Sector Advisory Board Member | Jan 2019 – Dec 2021 | Advisory role to a public cybersecurity company (not a directorship) |
Board Governance
- Committee membership: Audit Committee member; not a chair .
- Independence: Independent director under Nasdaq standards; only the Chairman and CEO are non-independent (Mr. Mucci and Mr. Gibson) .
- Attendance: Board met 4 times in FY2025; average attendance ~96%; each director attended at least 83%; 100% attendance at the 2024 Annual Meeting .
- Executive sessions: Regularly scheduled executive sessions of independent/non-management directors at each Board meeting, led by the Lead Independent Director .
- Cybersecurity oversight: Audit Committee reviews significant cybersecurity risks and receives quarterly CISO updates; annual risk management assessment reviewed with the Board .
- Committee meeting counts FY2025: Audit (6), Compensation & Leadership (5), Corporate Development Advisory (5), Executive (2), Investment (1), Nominating & Governance (2) .
Fixed Compensation (Director)
| Compensation Element | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 95,000 | Applicable to all independent directors |
| Audit Committee member retainer | 12,500 | Audit membership |
| Total cash fees (FY2025) | 107,500 | As disclosed for Theresa M. Payton |
| FY2025 Director Compensation | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| Theresa M. Payton | 107,500 | 92,560 | 92,488 | 0 | 292,548 |
Additional structure for independent directors: total equity fair value approx $185,000 split ~50% options / 50% time-based RSUs (Chairman higher); annual grants made July 15, 2024 under the 2002 Plan .
Performance Compensation (Director)
Directors do not receive performance-based equity or cash; equity awards are time-based RSUs and stock options.
| Equity Grant Detail (FY2025 cycle) | RSUs | Stock Options | Exercise Price | Grant-Date Fair Values | Vesting | Restrictions |
|---|---|---|---|---|---|---|
| Standard independent director grant (Jul 15, 2024) | 761 shares | 3,351 options | $121.63 | Options $27.60 Black-Scholes; RSUs at close price | Both vest on first anniversary | RSU shares may not be sold during board tenure (tax sales allowed); options canceled upon retirement; certain acceleration at Board discretion |
Other Directorships & Interlocks
| Category | Company | Role | Notes/Conflict Consideration |
|---|---|---|---|
| Current public company boards | — | — | None disclosed in PAYX proxy bio |
| Advisory boards (public companies) | CyberArk | Public Sector Advisory Board | Advisory capacity; no PAYX transactions disclosed |
| Prior public company boards | — | — | None disclosed in PAYX proxy bio |
| Private boards/roles | Dark Cubed | Co-founder, Board member | Cybersecurity; no related-party transactions with PAYX disclosed |
No related-party transactions disclosed involving Ms. Payton; FY2025 related-party items involved BlackRock (vendor), Eastman Kodak (customer), Bonadio Group (customer), and HelloTeam (reseller), each reviewed/approved by N&G Committee; none attributed to Payton .
Expertise & Qualifications
- Cybersecurity and technology leadership: Founder/CEO of Fortalice; prior White House CIO; financial services SVP roles .
- Audit Committee fit: Expertise aligns to Audit oversight areas including cybersecurity, privacy, technology, and data protection risks .
- Entrepreneurial and client-focused governance perspective emphasized in bio .
Equity Ownership
| Beneficial Ownership (as of July 31, 2025) | Shares Owned | RSUs Vesting by Sep 29, 2025 | Stock Options Exercisable by Sep 29, 2025 | Total Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Theresa M. Payton | 1,911 | — | 8,433 | 10,344 | <1% |
Outstanding director equity (as of May 31, 2025): 761 stock awards and 8,433 stock options noted for Payton .
Stock ownership guidelines: Non-management directors required to hold stock worth 6x annual Board retainer; RSUs count toward guideline; all non-management directors currently compliant; hedging and pledging of PAYX stock prohibited .
Insider Trades
| Item | Status | Source |
|---|---|---|
| Section 16 compliance (FY2025) | Company believes directors complied timely; one late Form 4 was for Mr. Golisano (not Payton) due to administrative error |
Governance Assessment
- Strengths: Independent director with deep cybersecurity credentials serving on the Audit Committee where cyber risk oversight is formalized with quarterly CISO updates; solid attendance trends at board/committee level; director equity retention and strict no-hedge/pledge policies reinforce alignment .
- Compensation alignment: Balanced director pay structure with modest cash retainer plus time-based RSUs/options; no performance-based director pay or meeting fees; RSU sale restrictions during tenure support long-term alignment .
- Ownership: Beneficial ownership is modest (<1%) but compliant with director stock ownership guidelines (6x retainer), as guidelines include RSUs and prohibit hedging/pledging .
- Shareholder signals: 95% say-on-pay approval in 2024 and active shareholder engagement on board refreshment and cyber/data governance support investor confidence in compensation and governance processes .
- Conflicts/RED FLAGS: No related-party transactions or pledging/hedging issues disclosed for Payton; no delinquent Section 16 filings attributed to her; overall low conflict risk profile based on disclosures .