Craig Conway
Paylocity HoldingAbout Craig A. Conway
Craig A. Conway (age 71) is an independent director of Paylocity (PCTY), serving since March 2024. He is the former President and CEO of PeopleSoft (1999–2004) and previously led One Touch Systems (1996–1999) and TGV Software (1993–1996). Conway currently serves on the boards of Salesforce, Inc. and Nutanix, Inc., and holds a B.S. in Computer Science and Mathematics from SUNY Brockport .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PeopleSoft, Inc. | President & CEO | 1999–2004 | Led enterprise application software company |
| One Touch Systems | President & CEO | 1996–1999 | Led technology business |
| TGV Software | President & CEO | 1993–1996 | Led networking software company |
| Various tech companies | Executive management roles | Prior to 1993 | Senior leadership in software, networking, hardware |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Salesforce, Inc. | Director | Current | Cloud CRM company |
| Nutanix, Inc. | Director | Current | Enterprise cloud platforms |
| Guidewire Software, Inc. | Director | 2010–2019 | Prior public company board |
| Advanced Micro Devices, Inc. | Director | 2009–2013 | Prior public company board |
Board Governance
- Independence: The board determined Conway is independent under Nasdaq rules and Exchange Act Rule 10A‑3(b)(1) .
- Committee assignments: Compensation Committee (member); Nominating & Corporate Governance Committee (member). Neither chair role .
- Attendance: Board held 4 meetings in FY2025; each director attended at least 75% of board and committee meetings of which they were a member .
- Committee activity: Compensation Committee met 4 times; Nominating & Corporate Governance Committee met 4 times in FY2025 .
- Executive sessions/lead independent: Non‑management directors meet in executive session at least twice per year; current Lead Independent Director is Ronald V. Waters III .
- Compensation Committee interlocks: None during FY2025 .
Fixed Compensation
| Period | Cash Retainer | Committee Fees (by role) | Total Cash Fees | Equity Grant (RSUs) | RSU Grant Date | RSU Shares | Vesting | Stock Award Fair Value | Total |
|---|---|---|---|---|---|---|---|---|---|
| FY2025 (actual) | $35,000 | Comp member $7,500; N&CG member $5,000 | $47,500 | Yes | Aug 15, 2024 | 1,338 | 25% quarterly over 1 year | $208,661 | $256,161 |
| FY2026 (program terms) | $50,000 | Comp member $10,000; N&CG member $5,000 | — | RSU sized at ~$230,000 | — | — | Committee-approved schedules | — | — |
Notes:
- FY2025 director equity was an RSU grant equal to ~$200,000 divided by the 30‑day average price as of Aug 15, 2024; vests 25% quarterly over one year .
- FY2026 program increases the annual cash retainer to $50,000 and director RSU grant sizing to ~$230,000; committee member fees increase for Compensation to $10,000 while Nominating & Corporate Governance remains $5,000 .
Performance Compensation
- Directors do not receive performance‑based annual cash bonuses. Non‑employee director equity is time‑based RSUs; no director PSUs/MSUs are disclosed .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Salesforce, Inc.; Nutanix, Inc. |
| Prior public boards | Guidewire Software, Inc. (2010–2019); Advanced Micro Devices, Inc. (2009–2013) |
| Interlocks with PCTY executives | None disclosed; no compensation committee interlocks during FY2025 |
| Potential conflicts | None disclosed involving Conway in related‑party transactions |
Expertise & Qualifications
- Technology-sector leadership (enterprise application software, networking, hardware) with CEO experience at PeopleSoft; board experience at industry-leading software and cloud firms; B.S. in Computer Science & Mathematics (SUNY Brockport) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 2,200 shares (includes 316 RSUs vesting within 60 days) |
| Ownership as % of outstanding | <1% (per company table; 54,376,395 shares outstanding as of Sep 30, 2025) |
| Shares pledged | None disclosed; policy prohibits pledging/hedging by insiders |
| Director ownership guideline | 5x annual cash retainer (raised from 4x in July 2025); five‑year compliance period |
| Compliance status | Company states non‑employee directors are currently compliant (subject to phase‑in) |
Governance Assessment
- Board effectiveness: Conway strengthens Paylocity’s board with deep enterprise software operating and public board experience; he is active on two core committees (Compensation; Nominating & Governance) with full independence and at least 75% attendance in FY2025 .
- Alignment and incentives: Director pay balanced between modest cash and time‑based RSUs; 2026 program modestly increases cash and equity to remain competitive; director pay capped at $750,000 per year under equity plan governance guardrails .
- Conflicts/related‑party: No Conway‑related transactions disclosed; firm maintains related‑party approval policy overseen by Audit Committee .
- Risk indicators: No Section 16(a) issues identified for Conway; hedging/pledging prohibited; Compensation Committee interlocks absent. Monitor bandwidth given multiple external public boards, though attendance thresholds were met in FY2025 .
- Shareholder signals: Say‑on‑pay support was strong at ~95.5% in 2025, indicating broad shareholder alignment with compensation practices overseen by the board (including committees on which Conway serves) .