Nicholas Rost
Paylocity HoldingAbout Nicholas Rost
Vice President, Chief Accounting Officer (since Sep 2021) and Treasurer (since Jul 2024) at Paylocity; age 45; prior roles include Corporate Controller (2019–2021), Chief Accounting Officer and Executive Director of FP&A at Joyson Safety Systems (2017–2019), and Senior Manager in PwC’s Assurance Practice (2003–2017). He holds a B.S.B.A. in Accounting Information Systems from Central Michigan University and is a CPA . Company performance context: Paylocity’s FY2025 revenue grew to $1,471.8M from $1,281.7M in FY2024 and EBITDA increased to $345.1M from $287.4M; fiscal 2022 MSU awards paid at 40% of target based on relative TSR at the 32nd percentile vs the Russell 3000 . Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paylocity | Corporate Controller | May 2019–Sep 2021 | Financial leadership; prepared for promotion to CAO |
| Joyson Safety Systems | Chief Accounting Officer; Executive Director of FP&A | May 2017–May 2019 | Financial leadership roles (accounting and FP&A) |
| PricewaterhouseCoopers LLP | Senior Manager, Assurance Practice | 2003–2017 | Assurance practice leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Joyson Safety Systems | Chief Accounting Officer; Executive Director of FP&A | May 2017–May 2019 | Oversight of accounting and FP&A functions |
| PricewaterhouseCoopers LLP | Senior Manager, Assurance Practice | 2003–2017 | Audit and assurance responsibilities |
Fixed Compensation
| Year/Action | Base Salary | Target Bonus % | Actual Bonus Paid | Equity Awards (Type, Grant Date, Value) |
|---|---|---|---|---|
| Appointment to VP & CAO (Sep 21, 2021) | $240,000 | 40% of base | Not disclosed | RSUs; grant date value $230,000 |
Not listed as a Named Executive Officer (NEO) in FY2025; subsequent detailed compensation not disclosed .
Performance Compensation
Annual cash bonus plan metrics (company-level design used for NEOs; Rost-specific payouts not disclosed):
| Metric | Weighting | FY2025 Target | FY2025 Actual | FY2025 Payout | Vesting |
|---|---|---|---|---|---|
| Recurring & other revenue | 60% | $1,434,000,000 | Above target (ex-Airbase impact) | 138% of target | Cash, annual |
| Adjusted EBITDA | 40% | $554,900,000 | Maximum achieved | 138% of target | Cash, annual |
Equity performance award structures (company-level design used for NEOs; Rost-specific grants after 2021 not disclosed):
- PSUs (FY2025 cycle): Earned on FY2025 recurring & other revenue achievement; vest 50% at 1st anniversary, 25% at 2nd and 3rd anniversaries of grant .
- MSUs (FY2025 cycle): Relative TSR vs Russell 3000 over four periods ending Nov 30, 2026; Feb 28, 2027; May 31, 2027; Aug 31, 2027; payouts 0–200% of target with 25% tranche per period; target at 60th percentile .
- Fiscal 2022 MSU Performance: Relative TSR at 32nd percentile; 40% of target units earned .
Equity Ownership & Alignment
Insider transactions and holdings:
| Date | Transaction | Shares | Price | Holdings After | 10b5-1 Plan |
|---|---|---|---|---|---|
| 2025-08-19 | Open-market sale | 378 | $177.58 | 9,508 | Adopted Nov 20, 2024 |
| 2025-08-20 | Open-market sale | 130 | $177.82 | 9,378 | Adopted Nov 20, 2024 |
Ownership analysis:
- Shares outstanding as of Sep 30, 2025: 54,376,395 . Approximate ownership: 0.017% (9,378 / 54,376,395) based on post-trade holdings .
- Hedging/pledging: Insider trading policy prohibits hedging, derivatives, margin accounts, and pledging by directors, officers, employees, and consultants; “No Pledging” also reiterated in compensation governance .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | Sep 21, 2021 (VP & CAO) |
| Treasurer role | Since Jul 2024 |
| Employment agreement | Not party to any material plan/contract/arrangement upon appointment; no modifications disclosed |
| Severance & change-in-control | Not disclosed for Rost |
| Non-compete / non-solicit | Company imposes 12-month non-compete/non-solicit covenants in NEO employment agreements; Rost-specific terms not disclosed |
| Clawback | Adopted Oct 2023; mandatory recoupment of erroneously awarded incentive comp for executive officers under Nasdaq Rule 10D-1; awards subject to recoupment under equity plans |
| Insider trading policy | Trading windows, blackout periods, and clearance procedures; prohibitions on hedging/pledging |
Company Performance Context (for pay-for-performance assessment)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|---|
| Revenues ($) | 546,212,000* | 631,725,000* | 847,694,000* | 1,098,036,000* | 1,281,680,000* | 1,471,801,000* |
| EBITDA ($) | 84,823,000* | 77,788,000* | 109,666,000* | 184,471,000* | 287,442,000* | 345,077,000* |
Values retrieved from S&P Global.*
Investment Implications
- Alignment: Meaningful personal shareholding (~9.4K shares) with trading under a pre-established 10b5-1 plan and a strict no-hedging/no-pledging policy suggests disciplined compliance and reduced opportunistic selling risk .
- Incentive design: Company-wide cash bonus metrics (recurring revenue and adjusted EBITDA) and equity MSUs tied to relative TSR create direct linkage between pay outcomes and value creation; FY2025 cash payouts at 138% indicate strong operational performance .
- Retention risk: No disclosed individual employment agreement or severance for Rost; however, company clawback and trading restrictions plus multi-year vesting on performance equity for NEOs indicate a governance framework emphasizing sustained results; Rost-specific vesting beyond 2021 RSUs not disclosed .
- Governance sentiment: High say-on-pay support (95.5% in 2025) reduces compensation-related controversy risk and supports stability of the incentive framework .