Thomas Bonadio
Director at PAYX
Board
About Thomas F. Bonadio
Independent director of Paychex since 2017; age 76. Founder and Chairman of The Bonadio Group (accounting firm) since 1978; currently serves as Audit Committee Chair and member of the Corporate Development Advisory and Investment Committees. The Board identifies him as a seasoned financial leader with deep CPA community ties and financial literacy; he qualifies as the Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conceptus, Inc. (medical device) | Board Member; Audit Committee Chair | Jun 2003 – Jun 2013 | Led audit oversight; financial expertise applied to public company governance |
| CurAegis Technologies, Inc. (health & wellness) | Director (former public co.) | Nov 2010 – Mar 2021 | Board service at a public issuer |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Bonadio Group (accounting) | Founder; Chairman of the Board | Since Sep 1978 | Private firm; potential related-party exposure managed via Paychex policy |
| Impact Capital (venture capital) | Partner/Principal | Since Jun 2017 | Investment oversight experience |
| Viridi (energy storage) | Board Member | Since Mar 2018 | Clean energy/storage governance experience |
| Royal Oak (private REIT) | Board Member; Audit Committee Chair | Since Jun 2014 | Audit leadership at a private REIT |
Board Governance
- Independence: Independent under Nasdaq standards; serves as Audit Committee Chair and sits on Corporate Development Advisory and Investment Committees .
- Audit Committee Financial Expert: Designated as the Board’s SEC-defined financial expert .
- Attendance: Board met 4 times in fiscal 2025; average Board/committee attendance ~96%; each director attended at least 83%; 100% attendance at the 2024 Annual Meeting .
- Committee meetings held FY2025: Audit (6), C&L (5), Corporate Development Advisory (5), Executive (2), Investment (1), N&G (2) .
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Chair; Member | 6 | Oversees internal controls, financial reporting accuracy, legal/compliance, cybersecurity/data protection risks |
| Corporate Development Advisory | Member | 5 | Reviews M&A strategy; can approve deals within Board-set parameters |
| Investment | Member | 1 | Reviews investment policy/portfolio performance; compliance oversight |
| 2025 Director Election Support | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Thomas F. Bonadio | 281,982,967 | 4,329,866 | 332,259 | 36,271,182 |
Fixed Compensation
| Fiscal 2025 Director Pay | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Stock Options ($) | Total ($) |
|---|---|---|---|---|
| Thomas F. Bonadio | 136,250 | 92,560 | 92,488 | 321,298 |
| FY2025 Director Retainer Schedule | Amount ($) |
|---|---|
| Annual cash retainer | 95,000 |
| Audit Committee member retainer | 12,500 |
| Audit Committee Chair retainer (added to member) | 25,000 |
| Corporate Development Advisory Committee member retainer | 7,500 |
| Investment Committee member retainer | 7,500 |
| Lead Independent Director annual retainer | 50,000 |
Notes:
- Director compensation is set by the Compensation & Leadership Committee and approved by the Board; management has no role .
- Directors may participate in a non-qualified deferred compensation plan; Company does not contribute or match .
Performance Compensation
Director equity awards are time-based (no performance metrics); RSUs cannot be sold during Board tenure except to cover taxes. Options and RSUs granted July 15, 2024 vest on the first anniversary; option exercise price and valuation shown below .
| FY2025 Annual Equity Grant (7/15/2024) | RSUs (shares) | Options (shares) | Exercise Price ($/sh) | Option Fair Value ($/sh) | Vesting |
|---|---|---|---|---|---|
| Thomas F. Bonadio | 761 | 3,351 | 121.63 | 27.60 | RSUs: 1 year; Options: 1 year |
| Equity Awards Outstanding (as of 5/31/2025) | Stock Awards (shares) | Stock Options (shares) |
|---|---|---|
| Thomas F. Bonadio | 761 | 51,217 |
Additional provisions:
- RSU sale restrictions during Board service; retirement-age acceleration discretion for RSUs .
- Hedging and pledging of Paychex stock are prohibited for directors .
- Director stock ownership guidelines: six times annual Board retainer; expected within five years; all non-management directors compliant .
Other Directorships & Interlocks
| Counterparty | Relationship to PAYX | FY2025 $ | Governance Handling |
|---|---|---|---|
| The Bonadio Group | Paychex provides payroll/ancillary services to Bonadio; Bonadio paid fees | 200,000 | Bonadio did not participate; N&G Committee approved as arm’s-length and in Company’s best interests |
| BlackRock, Inc. (>5% holder) | Vendor for investment management | 1,500,000 | N&G Committee oversight; arm’s-length terms |
| HelloTeam, Inc. | PAYX reseller arrangement; fees paid to PAYX | 900,000 | Related to former director Golisano; N&G Committee oversight |
Expertise & Qualifications
- CPA community leadership; founder of a large accounting firm; strong financial literacy and ability to assess financial performance via financial statements .
- Audit Committee Financial Expert designation supports robust oversight of internal controls, reporting accuracy, compliance, cybersecurity, and fraud risks .
Equity Ownership
| Beneficial Ownership (as of 7/31/2025) | Shares Owned | RSUs Vesting by 9/29/2025 | Options Exercisable by 9/29/2025 | Total Beneficially Owned | % of Class |
|---|---|---|---|---|---|
| Thomas F. Bonadio | 19,615 | — | 51,217 | 70,832 | <1% |
Governance Assessment
- Strengths
- Independence, Audit Chair, and SEC-defined financial expert status bolster board effectiveness in financial and risk oversight .
- Strong shareholder support in 2025 election (282.0M “For”; minimal “Against/Abstain”) indicates investor confidence in Board composition .
- High overall Board/committee attendance in FY2025 (~96% average; each ≥83%; 100% Annual Meeting attendance) supports engagement and diligence .
- Alignment policies: robust director ownership guidelines; prohibition on hedging/pledging; RSU sale restrictions during tenure .
- Potential conflicts and mitigants
- Related-party exposure via The Bonadio Group as a PAYX client (PAYX receives fees); disclosed, with Bonadio recused from negotiation/approval and N&G Committee approving on arm’s-length terms; low dollar magnitude vs. PAYX scale .
- Investor sentiment and pay oversight context
- Say-on-pay support: 95% approval at 2024 meeting; 2025 say-on-pay approved (275.5M For, 10.0M Against) reflects continued support for compensation governance processes .
- RED FLAGS
- Shares pledged or hedged by directors: prohibited under policy; no pledging permitted, reducing alignment risk .
- Section 16 compliance: Company reports timely filings in FY2025 except one late Form 4 for a different director; no issues noted for Bonadio .
Overall, Bonadio’s audit leadership, independence, and financial expertise are positives for investor confidence; the disclosed Bonadio Group relationship is modest and appears well-managed through recusal and committee review .