Ronald Waters
Paylocity HoldingAbout Ronald V. Waters III
Ronald V. Waters III (age 73) has served on Paylocity’s board since 2013 and is the Lead Independent Director, Chair of the Audit Committee, and a member of the Compensation Committee. He is an independent business consultant (since May 2010), former CEO and President/COO of LoJack, with prior senior finance roles including CFO at Wm. Wrigley Jr. Company, Controller at The Gillette Company, and partner at KPMG; the board characterizes him as an audit committee financial expert with finance, legal, IT and international experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LoJack Corporation | President & CEO | 2009–May 2010 | Led a global wireless tracking business |
| LoJack Corporation | President & COO (and Director) | 2007–2008 | Senior operating leadership |
| Wm. Wrigley Jr. Company | Chief Financial Officer | Not disclosed | Significant finance leadership; qualifies as audit committee financial expert |
| The Gillette Company | Controller | Not disclosed | Senior accounting oversight |
| KPMG LLP | Partner | Not disclosed | Public accounting, audit/finance expertise |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands Innovations, Inc. (formerly FBHS) | Director | 2008–May 2024 | Board service at consumer products; committee not disclosed |
| HNI Corp. | Director | 2002–May 2022 | Board service at office furniture/fireplaces; committee not disclosed |
| Chiquita Brands International, Inc. | Director | 2012–2015 | Food products board service; committee not disclosed |
| Sabre Holdings Corporation | Director | 2006–2007 | Travel technology board service; committee not disclosed |
| Unnamed public company | Audit committee member | Current (as of Oct 2025) | Audit committee service referenced by PCTY |
Board Governance
- Independence: Board determined Waters is independent under Nasdaq rules and Exchange Act Rule 10A‑3 .
- Roles: Lead Independent Director; presides at executive sessions, liaises between independent directors and Chairman, available for shareholder consultation .
- Committees: Audit (Chair; 4 meetings in FY2025), Compensation (member; 4 meetings in FY2025) .
- Attendance and engagement: Board held 4 meetings in FY2025; each director attended at least 75% of board and applicable committee meetings .
- Executive sessions: Non‑management directors meet in executive session at each regular meeting and at least twice per year; Waters presides .
| Governance Element | Detail | Source |
|---|---|---|
| Independence status | Independent director | |
| Lead Independent Director | Yes; current Lead Independent Director | |
| Audit Committee | Chair; 4 meetings FY2025; audit committee financial expert | |
| Compensation Committee | Member; 4 meetings FY2025 | |
| Board Meetings FY2025 | 4; ≥75% attendance by each director | |
| Executive Sessions | At each regular meeting; ≥2/year; Waters presides |
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual Director Retainer | $35,000 | Standard non‑employee director cash retainer |
| Lead Independent Director Fee | $20,000 | Additional annual fee for LID role |
| Audit Committee Chair Fee | $20,000 | Annual chair fee |
| Compensation Committee Member Fee | $7,500 | Annual member fee |
| Total Cash Fees (Waters) | $82,500 | Sum of above line items |
| Equity Grant (RSUs) | $208,661 | Aggregate grant date fair value; 1,338 RSUs |
| RSU Shares Granted | 1,338 | Grant on Aug 15, 2024; vest 25% quarterly for 1 year |
FY2026 changes approved: retainer $50,000; Audit Chair $25,000; Compensation member $10,000; LID $25,000; annual RSU grant value ≈$230,000 (30‑day average price divisor) .
Performance Compensation
Directors receive time‑based RSUs; no performance‑conditioned metrics disclosed for directors.
| Equity Award | Grant Date | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|---|
| RSU (Director annual grant) | Aug 15, 2024 | 1,338 | 25% quarterly; 1‑year full vest | $208,661 |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Fortune Brands Innovations (ended May 2024) | Public | None disclosed at PCTY |
| HNI Corp. (ended May 2022) | Public | None disclosed at PCTY |
| Chiquita Brands (ended 2015) | Public | None disclosed at PCTY |
| Sabre Holdings (ended 2007) | Public | None disclosed at PCTY |
| Other current public co. (audit committee) | Public | Not named; service noted; no interlock disclosed |
Related party transactions disclosed at PCTY involve Payescape (linked to director Sarowitz) and BlackRock as a vendor/holder; the Audit Committee unanimously approved these; no transactions implicating Waters are disclosed .
Expertise & Qualifications
- Audit Committee Financial Expert; financially sophisticated per Nasdaq and SEC criteria .
- Senior finance/operator background (Wrigley CFO; Gillette Controller; KPMG partner); international, legal, and IT experience .
- Lead Independent Director responsibilities signal governance leadership and independence .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 8,488 | <1% of outstanding; includes 316 RSUs vesting within 60 days of Sept 30, 2025 |
| Ownership Guidelines | 5× annual cash retainer (non‑employee directors) | Five‑year compliance window; directors currently compliant |
| Hedging/Pledging Policy | Prohibited for persons under insider trading policy | Short sales, derivatives, hedging, pledging prohibited |
Say‑on‑Pay & Shareholder Feedback
| Item | Result | Notes |
|---|---|---|
| 2025 Say‑on‑Pay Approval | 95.5% | 48,411,725 For; 2,240,828 Against; 21,642 Abstain |
| 2024 Annual Meeting Turnout | 96.4% of eligible shares represented | 53,729,287 of 55,746,768 shares |
Governance Assessment
-
Positive indicators:
- Lead Independent Director and Audit Chair roles strengthen oversight, independence, and board leadership .
- Audit committee financial expert designation; committee independence affirmed; robust risk oversight including cybersecurity reporting to Audit Committee .
- Strong attendance (≥75%) and regular executive sessions led by Waters .
- Director pay mix balanced with modest cash and one‑year RSUs; clear compensation structure; transparent FY2026 increases .
- Ownership alignment via 5× retainer guideline; directors currently compliant; hedging/pledging prohibited .
- No related‑party transactions involving Waters disclosed; audit committee pre‑approval and review policies in place .
-
Monitoring items:
- Extensive prior external board service; ensure capacity and focus remain strong as Lead Independent Director (current additional public board audit committee service noted but not named) .
- Age and long tenure (since 2013) suggest succession planning should be periodically evaluated for board refreshment, though no concerns are disclosed .
-
RED FLAGS: None disclosed tied to Waters (no RPTs, pledging/hedging, delinquent filings, or attendance issues reported) .
-
Insider trading filings: No Form 4s identified in our document catalog for Waters; Section 16 compliance noted, with late filings only for a former director (Diehl) due to administrative errors .
Director Compensation Structure Analysis
| Element | FY2025 | FY2026 (Approved) | Implication |
|---|---|---|---|
| Cash Retainer | $35,000 | $50,000 | Higher fixed cash; modest shift in mix |
| LID Fee | $20,000 | $25,000 | Slight increase recognizing role scope |
| Audit Chair Fee | $20,000 | $25,000 | Enhanced compensation for oversight complexity |
| Compensation Member | $7,500 | $10,000 | Member fee increase |
| Annual RSU Value | ≈$200,000 | ≈$230,000 | Larger equity; still time‑based; alignment maintained |
No director performance‑based equity (PSUs/MSUs) disclosed; vesting remains time‑based (quarterly over 1 year), reducing risk of pay‑for‑performance dilution for directors and emphasizing ongoing service .
Related Party Transactions
- Policy requires Audit Committee chair/full committee review and approval; conflicted members recused .
- Transactions approved: Payescape (affiliate of director Sarowitz) ~$1,062,000; BlackRock Financial Management Inc. ~$289,000; audit committee unanimously approved as fair and in stockholders’ best interests .
- No related party transactions involving Waters disclosed .
Committee Composition Snapshot (for context)
| Committee | Members | Meetings FY2025 |
|---|---|---|
| Audit | Waters (Chair), Breard, Breen, Robinson | 4 |
| Compensation | Pederson (Chair), Conway, Reiner, Waters | 4 |
| Nominating & Corporate Governance | Robinson (Chair), Breen, Conway, Reiner | 4 |
Director Election (most recent)
Waters re‑elected at the 2024 annual meeting with 50,111,997 votes For, 562,198 Withheld, and 3,055,092 broker non‑votes; all nominees elected .
Overall, Waters’ governance profile—Lead Independent Director, Audit Chair, independence, financial expertise, strong attendance, and clear alignment policies—supports investor confidence, with no conflicts or red flags disclosed .