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Joshua Scutt

Senior Vice President of Sales at Paylocity HoldingPaylocity Holding
Executive

About Joshua Scutt

Senior Vice President of Sales at Paylocity since August 2021; previously Vice President, Sales at Paylocity (Oct 2018–Aug 2021), Vice President of Enterprise Sales at NCR (Feb 2017–Oct 2018), and multiple leadership roles at ADP culminating in Senior Vice President of Small Business Sales (1997–2016). Age 54; B.A. in Education from Northern Michigan University; tenure at Paylocity since 2018 and in current role since 2021 . FY2024 corporate performance metrics for executive bonuses were 60% Recurring and other revenue and 40% Adjusted EBITDA; actuals were $1,281.68M revenue (below threshold) and $505.554M Adjusted EBITDA (maximum), leading to a 60% of target payout, and Mr. Scutt’s FY2024 bonus was $195,615 paid in FY2025 . Equity incentives include RSUs vesting quarterly and MSUs that vest based on relative TSR percentile measured over a three-year period ending August 31, 2026 .

Past Roles

OrganizationRoleYearsStrategic Impact
PaylocitySenior Vice President of SalesAug 2021–presentLeads sales organization for growth and execution
PaylocityVice President, SalesOct 2018–Aug 2021Built and scaled sales prior to SVP role
NCRVice President, Enterprise SalesFeb 2017–Oct 2018Led enterprise sales initiatives
ADPSenior Vice President, Small Business Sales; various roles1997–2016Led small business sales; long-tenured sales leadership

External Roles

No public company directorships or external board roles disclosed in executive biographies reviewed .

Fixed Compensation

MetricFY2023FY2024FY2025
Annual Base Salary ($)$420,000 $434,700 $465,129
Target Bonus (% of Base)75% 75% 100%
Actual Bonus Paid ($)$472,500 $195,615

Performance Compensation

Cash Bonus Plan – FY2024 Outcomes

MetricWeightingTargetActualPayout (metric-level)Result for Scutt
Recurring & other revenue60% $1,317,200,000 $1,281,680,000 0% (below threshold) Contributed 0%
Adjusted EBITDA40% $477,300,000 $505,554,000 150% (maximum) Contributed 60% of target overall payout
Total Bonus Outcome45% of base salary = $195,615

Equity Grants – FY2024 Annual Award Cycle (Aug 15, 2023)

InstrumentGrant DateTarget Grant Value ($)Shares GrantedVesting
RSUs8/15/2023$2,415,000 11,194 6.25% each 3-month anniversary over 16 quarters, service-based
MSUs (TSR-based)8/15/2023$1,035,000 4,798 Vests based on TSR percentile over 3-year period ending 8/31/2026

No stock option awards disclosed for Mr. Scutt in the proxy tables reviewed .

Equity Ownership & Alignment

Beneficial Ownership (as of Sep 30, 2025)

HolderShares Owned% OutstandingNotes
Joshua Scutt13,704 <1% Includes 3,502 RSUs vesting within 60 days and 118 shares held by father-in-law (spouse has POA)

Stock Ownership Guidelines & Compliance

PositionOwnership RequirementCompliance Status
Other Named Executive Officers (incl. SVP Sales)2x base salary Currently compliant (subject to phase-in periods)

Outstanding Equity Awards (Unvested) – June 30, 2025

Award TypeUnvested UnitsMarket/Payout Value ($)Vest Start / Schedule
RSUs (series)985 $178,472 8/16/2022; vests annually in 4 equal installments
RSUs (series)1,511 $273,778 Footnote (8) schedule per proxy (service-based)
RSUs (series)3,399 $615,865 11/15/2022; vests every 3 months over 16 installments
RSUs (series)6,297 $1,140,953 11/15/2023; vests quarterly over 16 installments
RSUs (series)13,508 $2,447,515 11/15/2024; vests quarterly over 16 installments
RSUs (series)6,175 $1,118,848 Footnote (7) schedule per proxy (service-based)
MSUs (performance)1,655 $299,869 Performance-based; TSR percentile
MSUs (performance)4,798 $869,350 FY2024 MSU grant; TSR percentile to 8/31/2026
MSUs (performance)2,375 $430,326 Performance-based; TSR percentile

Notes:

  • Market values use $181.19 closing price on June 30, 2025 .
  • Earlier outstanding awards (as of June 30, 2024) included unvested RSUs of 730, 1,971, 3,023, 6,117, 9,096 and MSUs of 4,728 and 4,798 with market/payout values; price basis $131.85 on June 28, 2024 .

Vesting Schedules (disclosed footnotes)

  • RSUs vest annually in four equal installments starting on Aug 14, 2021 and Aug 16, 2022 (series-specific) .
  • RSUs vest every three months in 16 equal installments beginning Nov 15, 2022; Nov 15, 2023; Nov 15, 2024 .
  • FY2024 RSUs vest 6.25% each quarter from grant date (Aug 15, 2023) .
  • MSUs vest based on TSR percentile over three years ending Aug 31, 2026; payout based on performance achieved .

Employment Terms

TermDetail
Employment AgreementEffective Aug 16, 2021; at-will; annual bonus targeted at 100% (FY2025) / 75% (FY2024–FY2023) of base salary; Committee discretion on payments
Severance (involuntary termination without cause)12 months of then-current monthly base salary, contingent on release
Change-in-Control (CIC)Single-trigger full acceleration of unvested time-based equity immediately prior to, and contingent upon, CIC (service through CIC date required)
MSU/PSU Treatment on CICImmediate vest based on performance levels attained through CIC date (service through CIC date required)
Death/DisabilityFull acceleration of time-based awards; performance awards remain outstanding and vest based on actual goal achievement, prorated for service days in the period
Non-Compete/Non-Solicit12 months post-termination (and during employment) for employees and customers; confidentiality and IP assignment obligations
Clawback PolicyAdopted Oct 2023; mandatory recoupment of erroneous incentive compensation per Nasdaq Rule 10D-1; equity awards subject to recoupment
Insider Trading PolicyTrading windows/blackout periods; clearance procedures; policy filed as exhibit to FY2024 10-K

Investment Implications

  • Pay-for-performance alignment: Cash bonus structure heavily tied to Recurring revenue (60%) and Adjusted EBITDA (40); FY2024 outcomes produced a 60% of target payout (45% of base salary for Scutt), indicating sensitivity to profitability even when revenue misses threshold .
  • Retention and selling pressure: RSUs vest quarterly in 16 installments across multiple series (2022–2024 starts), creating ongoing vesting cadence that can contribute to periodic insider selling pressure as units settle .
  • CIC risk and governance: Time-based awards accelerate on a single trigger at CIC, which can be shareholder-unfriendly; performance awards vest based on attained TSR levels, preserving some performance linkage .
  • Skin-in-the-game: Beneficial ownership <1%; as of Sep 30, 2025 Scutt held 13,704 shares including 3,502 RSUs vesting within 60 days, with compliance to 2x base salary ownership guidelines reported for NEOs—alignment is present but not concentrated .
  • Contractual protections vs. mobility: 12-month severance and 12-month non-compete/non-solicit lower near-term turnover risk but still allow mobility after a year; bonus discretion resides with the Committee .
  • Equity design: Significant RSU grants complemented by MSUs tied to TSR percentile through Aug 2026, indicating balanced emphasis on absolute retention and market-relative performance .