Robin Pederson
Paylocity HoldingAbout Robin L. Pederson
Independent director at Paylocity Holding Corporation since 2020; age 66. Pederson is Executive Chairman of Sauce Labs and an independent director of Aircall, with prior roles including Operating Executive at Marlin Equity Partners (2013–2017) and COO of Infor Global Solutions. He holds a B.S.B.A. from the University of North Dakota. Paylocity’s board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marlin Equity Partners | Operating Executive | 2013–2017 | Led acquisitions of five platforms; served as Executive Chairman across Arcserve, Changepoint, Fidelis Cybersecurity, Lochbridge, Uniface, Openwave Messaging, Openwave Mobility |
| Infor Global Solutions | Chief Operating Officer | Not disclosed | Senior operating leadership at large, privately held software company |
| Power Reviews | Executive Chairman | Apr 2018–Aug 2023 | Oversaw strategy and execution for ratings/reviews technology provider |
| Alula | Executive Chairman | Aug 2017–Sep 2023 | Led smart security and automation system company |
| Affinitiv | Independent Director | Aug 2021–Dec 2024 | Board oversight for automotive marketing solutions provider |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sauce Labs | Executive Chairman | Current | Web/mobile app testing company |
| Aircall | Independent Director | Current | Cloud-based call center software |
Board Governance
- Committee assignments: Compensation Committee Chair; not a member of Audit or Nominating & Governance .
- Independence: Board determined Pederson is independent under Nasdaq/Exchange Act Rule 10A-3 .
- Attendance: Board met 4 times in FY2025; each director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management directors meet in executive session with a policy to hold at least twice annually; current Lead Independent Director is Ronald V. Waters III .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Standard director retainer |
| Compensation Committee Chair fee | $15,000 | Chair premium |
| Total cash fees (Pederson) | $50,000 | Retainer + chair fee |
| Equity (RSUs) grant-date fair value | $208,661 | 1,338 RSUs granted Aug 15, 2024; vests 25% quarterly over a year |
| Total FY2025 director compensation (Pederson) | $258,661 | Cash + equity |
| FY2026 Program Changes (effective fiscal 2026) | Cash | Equity |
|---|---|---|
| Annual cash retainer | $50,000 | — |
| Compensation Committee Chair fee | $20,000 | — |
| Compensation Committee member fee | $10,000 | — |
| Annual director RSU grant | — | ~$230,000 value, shares determined by 30-day average price at grant |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value | Vesting/Performance Details |
|---|---|---|---|---|
| RSUs (annual director grant) | Aug 15, 2024 | 1,338 | $208,661 | Time-based; 25% quarterly, fully vested at 1 year |
| RSUs (annual director grant – policy FY2026) | TBD (2025/2026 cycle) | N/A | ~$230,000 | Time-based; shares set by 30-day average price; no performance metrics |
Directors receive time-based RSUs; no PSUs/MSUs or performance metrics are tied to director equity grants .
Other Directorships & Interlocks
| Company | Type | Public Company? | Interlock/Notes |
|---|---|---|---|
| Sauce Labs | Operating role (Executive Chairman) | No (not disclosed as public) | Technology testing; no Paylocity related-party disclosure |
| Aircall | Independent Director | No (not disclosed as public) | Cloud call center software; no interlocks disclosed |
- Compensation Committee Interlocks: None; no insider participation in FY2025 .
- Independent compensation consultant: Compensia engaged; committee assessed independence and found no conflicts .
Expertise & Qualifications
- Technology operating leadership (COO at Infor; Executive Chairman roles across multiple software assets), private equity operating executive experience (Marlin), and SaaS ecosystem familiarity .
- Education: B.S.B.A., University of North Dakota .
- Board skills matrix highlights directors’ collective SaaS, cloud, risk/cyber, and M&A expertise; Pederson contributes to executive leadership and SaaS experience mix .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes (Vested vs. Unvested) |
|---|---|---|---|
| Robin L. Pederson | 6,047 | <1% | Includes 316 RSUs vesting within 60 days of Sept 30, 2025 |
Alignment policies:
- Stock ownership guidelines (July 2025 update): Non-employee directors must hold 5x annual cash retainer; subject to phase-in, directors are currently compliant with guidelines .
- Hedging/pledging: Prohibited under insider trading policy (short sales, derivatives, hedging, and pledging/margin accounts) .
Governance Assessment
- Strengths: Independent director and Compensation Committee Chair; strong shareholder support for pay program (95.5% “for” say-on-pay at 2025 AGM), indicating investor confidence in committee oversight; consistent meeting cadence with executive sessions and documented committee activity (4 meetings for Compensation in FY2025) .
- Alignment: Material portion of director pay in equity with ownership guidelines; hedging/pledging prohibited; time-based RSUs promote long-term alignment without introducing pay-performance complexity for directors .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Pederson; broader related-party items in FY2025 involved Payescape (affiliate of another director) and BlackRock (shareholder and vendor), both approved by Audit Committee; none attributed to Pederson .
- Attendance/engagement: Board met 4 times; each director met the 75% attendance threshold; Compensation Committee met 4 times, consistent with active oversight .
RED FLAGS: None disclosed for Pederson (no attendance shortfalls, related-party transactions, or committee interlocks reported) .