Andres Reiner
Paylocity HoldingAbout Andres D. Reiner
Andres D. Reiner, age 54, has served as an independent director of Paylocity since 2014. He is the former President and Chief Executive Officer (and a director) of PROS Holdings, Inc. (2010–June 2025) and holds a B.S. in Computer Science with a minor in Mathematics from the University of Houston . The Board affirmatively determined he is independent under Nasdaq Listing Rules and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PROS Holdings, Inc. | President & CEO; Director | 2010 – June 2025 | Led enterprise software growth; prior SVP Product Development; EVP Product & Marketing |
| Platinum Technology; ADAC Healthcare Information Systems; Kinesix | Technical and management positions | Not disclosed | Product development and innovation background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PROS Holdings, Inc. | Director | 2010 – June 2025 | Board service concluded June 2025 |
No other current public company directorships are disclosed for Mr. Reiner .
Board Governance
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member .
- Not a chair; current Compensation Chair: Robin L. Pederson; Nominating & Corporate Governance Chair: Kenneth B. Robinson .
- Independence: The Board determined Reiner is independent under Nasdaq and SEC rules .
- Attendance: The Board held four meetings in fiscal 2025; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non‑management directors meet in executive session as part of all regular meetings and at least twice per calendar year; Lead Independent Director is Ronald V. Waters III .
Fixed Compensation
| Component | FY2025 Structure | FY2025 Amount (Reiner) | Notes |
|---|---|---|---|
| Annual cash retainer | $35,000 | $47,500 | Includes committee cash fees (Comp member $7,500; Nominating member $5,000) |
| Equity grant (RSUs) | ~$200,000 grant value; 1,338 RSUs; vests 25% quarterly over one year | $208,661 (grant‑date fair value) | August 15, 2024 grant; vesting over four quarters |
| Total FY2025 director compensation | — | $256,161 | Fees + stock awards |
Planned FY2026 changes (Board‑approved July 2025):
- Annual cash retainer to $50,000; Compensation Committee member fee to $10,000; Nominating member fee remains $5,000; RSU grant sized at ~$230,000 (30‑day average price basis); Lead Independent Director fee to $25,000 .
Performance Compensation
Directors do not receive performance‑based equity (no PSUs/MSUs) or annual bonuses; equity is time‑based RSUs vesting quarterly (25% per quarter) . Awards under the 2023 Plan are subject to clawback and governance safeguards (no repricing, director cap $750,000, no dividends until vesting) .
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| Revenue growth | No | Director equity is time‑based RSUs (no performance conditions) |
| Adjusted EBITDA | No | No director bonus program |
| TSR percentile | No | MSUs not used for directors; MSUs apply to executives |
| Clawback policy coverage | Yes (plan-level) | Awards subject to Nasdaq‑compliant clawback and 2023 Plan provisions |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Current public company boards | None disclosed |
| Compensation Committee interlocks | None in FY2025; no insider participation |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Former CEO of a publicly traded enterprise software company (PROS), with deep product development and innovation background .
- Technology operator with software/product leadership experience; Computer Science degree with mathematics minor .
- Skills matrix indicates broad Board competencies across SaaS, cloud, strategic planning, and risk oversight (Board‑level skills chart; role-level expertise inferred from biography) .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 27,441 | Sep 30, 2025 | Includes 316 RSUs vesting within 60 days |
| Ownership as % of shares outstanding | * | Sep 30, 2025 | “*” denotes less than 1% per proxy table |
| RSUs vesting within 60 days | 316 | Sep 30, 2025 | Per footnote |
| Shares pledged as collateral | None disclosed | — | Insider policy prohibits pledging |
| Stock ownership guidelines | 5x annual cash retainer for non‑employee directors | July 2025 update | Increased from 4x; compliance indicated as “currently compliant” (subject to phase‑in periods) |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filings (FY2025) | Company states executive officers, directors, and >10% holders complied with filing requirements; exceptions noted only for a former director’s late filings (not Reiner) |
Governance Assessment
- Positive signals: Independence confirmed; active participation on Compensation and Nominating & Governance Committees; Board holds executive sessions regularly; strong director ownership guidelines (5x retainer) and plan‑level governance protections (no option repricing; clawback; director pay cap) .
- Alignment: Meaningful equity component via annual RSUs; hedging and pledging of company stock prohibited, enhancing alignment with long‑term shareholder value .
- Engagement: Each director met the ≥75% attendance threshold; Board met four times in FY2025; Lead Independent Director framework in place .
- Conflicts/related parties: No related‑party transactions disclosed involving Reiner; Compensation Committee interlocks absent in FY2025 .
- Watch items: None flagged specific to Reiner; overall director compensation increased for FY2026 (cash and equity), which merits monitoring for pay inflation but remains within plan governance limits and market‑informed by an independent consultant .
RED FLAGS: None disclosed specific to Andres Reiner (no related‑party exposure, no pledging, no attendance issues, no interlocks) .