Linda Breard
Paylocity HoldingAbout Linda M. Breard
Independent director at Paylocity since October 2023; age 56. Breard is a certified public accountant and former public-company CFO with deep audit, finance, and IT oversight experience. At PCTY, she serves on the Audit Committee and has been designated an “audit committee financial expert.” She also serves as audit committee chair at two other public companies (Insight Enterprises, PotlatchDeltic), bringing board-level accounting oversight credentials and technology-industry exposure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Impinj, Inc. | CFO Consultant/Interim CFO; later Strategic Consultant to CEO with HR, IT, facilities, and worldwide operations responsibility | Mar 2018–Dec 2020 | Technology and operational oversight in a public tech company |
| Kaiser Foundation Health Plan of Washington | EVP & Chief Financial Officer | Feb 2017–Jul 2017 | Healthcare finance leadership |
| Group Health Cooperative | EVP & Chief Financial Officer (pre-acquisition by Kaiser Permanente) | Feb 2016–Jan 2017 | HMO finance leadership through transition |
| Quantum Corporation | Senior Vice President & Chief Financial Officer (various roles since 2006) | 2006–Jan 2016 | Public-company CFO; storage technology sector |
| Advanced Digital Information Corp. (ADIC) | Various finance roles; last as VP, Global Accounting & Finance | 1998–2006 | Led global accounting prior to acquisition by Quantum |
| Public Accounting | Auditor (CPA) | 6 years | Foundation in external audit and accounting standards |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Insight Enterprises, Inc. (NSIT) | Director | Feb 2018–present | Audit Chair; Compensation Committee member |
| PotlatchDeltic Corporation (PCH) | Director | Oct 2015–present | Audit Chair; Compensation Committee member |
Board Governance
- Independence: The board determined Ms. Breard is independent under Nasdaq rules and Rule 10A‑3(b)(1) for audit committees .
- Committee assignments at PCTY:
- Audit Committee member; the Audit Committee met 4 times in FY2025. The board designated Ms. Breard as financially sophisticated and an “audit committee financial expert” .
- Attendance: The board held 4 meetings in FY2025; each director attended at least 75% of board and committee meetings for which they served .
- Executive sessions: Non-management directors hold executive sessions at each regular meeting (at least twice per year). Lead Independent Director is Ronald V. Waters III .
| Committee (PCTY) | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 4 | Board deems Breard financially sophisticated and an audit committee financial expert |
Fixed Compensation
| Component (FY2025) | Amount |
|---|---|
| Annual Board retainer (non-employee director) | $35,000 |
| Audit Committee member fee | $10,000 |
| Total cash fees earned (Breard) | $45,000 |
| Approved Changes Starting FY2026 | Amount |
|---|---|
| Annual Board retainer | $50,000 |
| Audit Committee member fee | $12,500 |
| Lead Independent Director fee (context) | $25,000 |
Performance Compensation
| Equity Grant (FY2025 Program) | Detail |
|---|---|
| Instrument | RSU (time-based) |
| Grant date | Aug 15, 2024 |
| Shares granted (Breard) | 1,338 RSUs |
| Grant-date fair value (Breard) | $208,661 |
| Vesting | 25% quarterly; fully vested on first anniversary, subject to service |
| Performance Metrics Tied to Director Compensation | Detail |
|---|---|
| Equity award performance criteria | None; director RSUs vest solely on time (service) |
| FY2026 Director Equity Program (approved) | Detail |
|---|---|
| Annual RSU value | Approx. $230,000, shares based on 30-day average price at grant |
- Clawback/recoupment: Awards under the 2023 Plan are subject to forfeiture or recovery to the fullest extent required by Nasdaq listing standards and any adopted clawback policy .
Other Directorships & Interlocks
| Company | Overlapping Relationships with Paylocity | Notes |
|---|---|---|
| Insight Enterprises, Inc. | None disclosed | Breard is Audit Chair and on Comp Committee |
| PotlatchDeltic Corporation | None disclosed | Breard is Audit Chair and on Comp Committee |
- Related-party transactions: No transactions involving Ms. Breard were disclosed. The proxy lists related-party dealings with Payescape (affiliate of a different director) and BlackRock (shareholder/vendor), both approved by the Audit Committee; no Breard involvement noted .
Expertise & Qualifications
- CPA; 6 years in public accounting; former public-company CFO (Quantum; Group Health/Kaiser WA); technology and healthcare finance leadership .
- Audit committee financial expert designation at PCTY; financial sophistication and literacy affirmed by the board .
- Brings international, financial, and information technology expertise from public company board service and executive roles .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Sep 30, 2025) | 2,581 shares; less than 1% of outstanding |
| RSUs vesting within 60 days (as of Sep 30, 2025) | 316 shares (included in above as issuable within 60 days) |
| Hedging/pledging policy | Prohibited for company securities; short sales and derivatives also prohibited |
| Director ownership guideline | 5× annual cash retainer (raised from 4× in July 2025); 5-year compliance window; directors currently compliant subject to phase-in |
Governance Assessment
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Strengths
- Independent director with deep CFO and audit background; designated audit committee financial expert; serves on PCTY Audit Committee overseeing financial reporting, internal controls, and cyber risk .
- Strong alignment via equity-heavy director pay (FY2025: $208,661 equity vs. $45,000 cash) and robust ownership guidelines; hedging/pledging prohibited .
- Board processes: executive sessions led by an independent LID; each director met the 75% attendance threshold in FY2025 .
- Compensation governance context: independent consultant (Compensia) with no conflicts; high say-on-pay support (95.5%), signaling investor confidence in pay practices .
-
Watch items
- Multiple concurrent audit chair roles at other public companies may increase time demands, though no attendance or engagement concerns are disclosed and FY2025 attendance requirements were met .
-
Red flags
- None disclosed related to Breard: no related-party transactions, pledging/hedging banned, no tax gross-ups or option repricing in director program .