Andrew Cappotelli
Paylocity HoldingAbout Andrew Cappotelli
Andrew Cappotelli, age 54, is Senior Vice President of Operations at Paylocity. He has held multiple executive roles at Paylocity since June 2018 (Chief Accounting Officer through September 2021; Vice President of Finance; Chief Compliance/Risk Officer; Vice President of Client Tax Operations), and was appointed SVP of Operations effective May 13, 2024 (at‑will) . He holds a BBA in Accounting and an MBA from St. Bonaventure University and is a CPA . Company performance relevant to incentive alignment in FY2025 included 14% year‑over‑year total revenue growth to $1.6B and Adjusted EBITDA of $583.0M (36.5% margin), with bonus metrics tied to Recurring and other revenue and Adjusted EBITDA; PSUs tied to revenue were earned at 130% of target, and the annual cash bonus paid at 138% of target based on exceeding revenue targets and achieving maximum Adjusted EBITDA payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paylocity | Senior Vice President of Operations | Since May 2024 | Leads operations after prior leadership roles spanning finance, risk/compliance, and client tax operations |
| Paylocity | Vice President of Finance; Chief Compliance/Risk Officer; Vice President of Client Tax Operations | Sep 2021–May 2024 | Finance leadership, enterprise risk/compliance, tax operations management |
| Paylocity | Chief Accounting Officer | Jun 2018–Sep 2021 | Oversaw accounting; public company reporting readiness/controls |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriNet, Inc. | Vice President | Aug 2017–May 2018 | HCM/PEO leadership experience |
| Paychex, Inc. | Various financial leadership roles incl. Controller HR Services BU; Corporate Director FP&A; Internal Audit Director | Jul 2006–Aug 2017 | Multi‑function finance and controls leadership at scaled HCM competitor |
| Black & Decker Corporation | Director of Internal Audit | Prior to 2006 | Internal audit leadership |
| Gibraltar Industries | Director of Accounting | Prior to 2006 | Accounting leadership |
| KPMG LLP | Assurance Senior Manager | Began 1996 | Public accounting and assurance foundation |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $312,680 | $400,000 |
| Bonus ($) | $— | $— |
| All Other Compensation ($) | $34,577 | $173,803 |
All Other Compensation – FY2025 detail:
- Company 401(k) match: $13,649; commuting expenses: $46,137; tax gross‑up on commuting: $14,850; other perquisites (includes $71,553 relocation with $18,553 tax gross‑up): $99,167 .
Base salary actions:
- Committee approved FY2025 base salary $400,000 (FY2024 proration reflects promotion to SVP Ops in May 2024) .
Performance Compensation
Annual Cash Bonus (FY2025)
| Component | Weight | Threshold | Target | Maximum | Actual Outcome |
|---|---|---|---|---|---|
| Recurring & other revenue | 60% | $1,404,000,000 | $1,434,000,000 | $1,464,000,000 (150% payout) | Exceeded target; exact % not disclosed |
| Adjusted EBITDA | 40% | $537,400,000 | $554,900,000 | $572,400,000 (150% payout) | Achieved maximum payout (150%) |
| Total bonus payout as % of target | — | — | — | — | 138% of target for Cappotelli; paid $552,000 |
FY2025 Equity Grants (8/15/2024)
| Award Type | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|---|
| RSU | 8/15/2024 | — | 8,664 | — | $1,351,151 | Time‑based; see schedules below |
| PSU (Revenue) | 8/15/2024 | 1,238 | 2,476 | 4,952 | $386,132 | Earned based on FY2025 Recurring & other revenue; 130% of target shares earned; vests 50% at 1st anniversary; 25% at 2nd & 3rd anniversaries |
| MSU (Relative TSR vs Russell 3000) | 8/15/2024 | 310 | 1,238 | 2,476 | $261,769 | Four performance periods; potential 25% of target shares at each period end (periods end 11/30/2026, 2/28/2027, 5/31/2027, 8/31/2027) |
Vesting Schedules (time‑based RSUs held at 6/30/2025)
- Annually in 4 equal installments beginning 8/16/2022 .
- Quarterly in 16 installments beginning 11/15/2022; 11/15/2023; 11/15/2024; 6/1/2024; 9/1/2024 .
- Options: none exercised in FY2025; no option awards disclosed for Cappotelli .
Outstanding Equity at 6/30/2025 (market value using $181.19/share)
| Category | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| RSU/earned PSU tranches (various schedules) | 528; 1,035; 1,826; 205; 1,319; 7,040; 3,219 | $95,668; $187,532; $330,853; $37,144; $238,990; $1,275,578; $583,251 |
| MSU (unearned target) | 1,238 | $224,313 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 9/30/2025) | 1,630 shares; beneficial ownership under 1% (includes 1,630 RSUs vesting within 60 days) |
| Shares outstanding base | 54,376,395 shares |
| Ownership guidelines | NEOs required to own ≥2x base salary; 5‑year phase‑in; currently compliant subject to phase‑in |
| Hedging/pledging | Prohibited: short sales, derivatives, hedging/monetization, pledging/margin accounts |
| Option holdings | None disclosed/exercised in FY2025 |
| Stock vested FY2025 | 5,409 shares; value realized $1,002,141 |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective May 13, 2024; at‑will; benefits similar to other employees |
| Base salary | $400,000 (FY2025) |
| Target bonus | 100% of base salary (FY2025) |
| Severance (without cause) | 12 months of base salary (cash payment $400,000 illustrated as of 6/30/2025) |
| Change‑in‑control (CIC) acceleration | Single‑trigger: all unvested time‑based awards vest in full immediately prior to, and contingent upon, CIC; PSUs/MSUs vest based on performance level attained through CIC date, subject to continued service through date |
| CIC equity acceleration estimate | 17,276 shares; $3,130,238 market value |
| Death/disability equity acceleration | 15,844 shares; $2,870,774 market value; PSUs prorated by service days |
| Non‑compete / Non‑solicit | 12 months post‑termination; confidentiality/IP assignment obligations |
| Clawback | Nasdaq/Rule 10D‑1 compliant clawback adopted Oct 2023; awards subject to recoupment |
| Tax gross‑ups | No excise tax gross‑ups on CIC; perquisites include commuting/relocation gross‑ups as disclosed |
Investment Implications
- Pay‑for‑performance alignment: Annual bonus metrics weighted 60% revenue and 40% Adjusted EBITDA drove a 138% payout on strong FY2025 execution; PSUs earned at 130% on revenue targets, and MSUs tie payout to relative TSR vs. Russell 3000, reinforcing multi‑year performance orientation .
- Retention and CIC dynamics: Single‑trigger full acceleration of time‑based awards at CIC and performance‑based vesting at attained levels can reduce retention incentives pre‑transaction; severance limited to 12 months base salary without bonus multiple, partially mitigating windfall risk .
- Ownership/insider pressure: Beneficial ownership is de minimis (<1%), but substantial unvested RSUs/earned PSU tranches vest quarterly/annually, creating ongoing settlement volume; anti‑hedging/anti‑pledging and stock ownership guidelines reduce adverse alignment risks .
- Governance risk markers: Robust clawback and prohibition on hedging/pledging; no CIC excise tax gross‑ups; FY2025 say‑on‑pay support at 95.5% indicates shareholder endorsement of the compensation framework .
Overall, Cappotelli’s package is heavily variable and revenue/EBITDA‑linked with additional TSR‑based equity, supporting performance alignment; single‑trigger CIC acceleration and low outright ownership are watchpoints for retention and post‑vesting sell‑pressure analysis around scheduled quarterly vest dates .