Kenneth Robinson

About Kenneth B. Robinson

Kenneth B. Robinson, age 70, is an independent director of Paylocity (since 2020) and currently chairs the Nominating & Corporate Governance Committee and serves on the Audit Committee; he is designated an audit committee financial expert. He previously served as Senior Vice President of Audit Services at Exelon (2016–2020) and held senior finance leadership roles at Procter & Gamble for nearly 40 years, including CFO – Global Personal Beauty Care and Global Chief Audit Executive. He holds a B.S. from Mississippi State University and an MBA from the University of Memphis .

Past Roles

External Roles

Board Governance

• Independence: Board determined Robinson is “independent” under Nasdaq Listing Rules and Rule 10A‑3(b)(1) .
• Committee assignments (FY2025): Audit Committee (member); Nominating & Corporate Governance (Chair) .
• Audit expertise: Robinson meets financial literacy/sophistication requirements and is an “audit committee financial expert” .
• Meetings and attendance: Board met 4 times; Audit and Nominating & Corporate Governance committees each met 4 times; each director attended at least 75% of applicable meetings (policy expects ≥75%) .
• Executive sessions: Non-management directors meet in executive session as part of all regular board meetings; at least twice per year .
• Lead Independent Director: Ronald V. Waters III .

Fixed Compensation

Changes approved for FY2026:

• Annual cash retainer increased to $50,000; Audit Chair $25,000; Audit member $12,500; Compensation Chair $20,000; Compensation member $10,000; Nominating & Corporate Governance Chair $12,000; members $5,000; Lead Independent Director $25,000 .

Performance Compensation

• Performance metrics tied to director compensation: None disclosed; non-employee director equity awards are time-based RSUs only (no PSUs/MSUs for directors) .

Other Directorships & Interlocks

• Related party transactions disclosed: Payments to Payescape (affiliate of director Steven Sarowitz) and to BlackRock for investment management services; both approved by Audit Committee. No transactions involving Robinson identified .

Expertise & Qualifications

• Deep finance, audit, and risk oversight experience from Exelon and Procter & Gamble .
• Audit committee financial expert designation; financial sophistication under Nasdaq/SEC rules .
• Governance leadership as Nominating & Corporate Governance Chair .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold stock equal to 5x annual cash retainer; compliance stated for directors (subject to phase-in) .
• Hedging/pledging: Prohibited under insider trading policy (no hedging, short sales, margin accounts, or pledging) .

Governance Assessment

• Board effectiveness: Robinson brings seasoned audit and finance expertise and chairs governance—supportive of robust oversight and board evaluation processes .
• Independence and engagement: Independent status, committee leadership, and at least 75% attendance threshold met by all directors in FY2025 .
• Incentive alignment: Director pay mixes cash retainer and time-based RSUs; no performance-based equity for directors (reduces compensation risk) .
• Watchpoints: Robinson serves on two other public company boards (Abercrombie & Fitch, Occidental); monitor cumulative time commitments alongside Paylocity committee chair and audit duties .
• Say-on-pay context: Strong shareholder support for NEO compensation (95.5% “For” at 2025 meeting), indicating broad investor confidence in governance/compensation frameworks .

Appendices (Selected Quantitative References)

Notes:

• All compensation and ownership values reflect disclosures in Paylocity’s 2026 Proxy Statement (DEF 14A, filed Oct 23, 2025) and the Dec 9, 2024 8‑K reporting prior annual meeting vote results .