Ryan Glenn
Paylocity HoldingAbout Ryan Glenn
Ryan Glenn, age 43, is Paylocity’s Chief Financial Officer. He has served as CFO since March 2022, following senior finance and FP&A leadership roles at Paylocity since 2013; prior to Paylocity, he was a Manager in PwC’s Capital Markets & Accounting Advisory Practice (2010–2013). He holds a B.S. (Summa Cum Laude) from the University at Buffalo and an MBA from Cornell (Johnson School) . Company performance in fiscal 2025 included revenue of $1.6B (+14% YoY), net income of $227.1M, adjusted EBITDA of $583.0M (36.5% margin), and free cash flow of $342.8M, reflecting continued growth and profitability; Paylocity’s cumulative TSR (value of a $100 investment since June 30, 2020) was $124.20 in 2025, with net income of $227.1M and recurring and other revenue of $1,471.8M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paylocity | Chief Financial Officer | 2022–present | Executive finance leadership overseeing performance, planning, and capital allocation . |
| Paylocity | SVP Finance | 2021–2022 | Senior finance oversight; supported scaling amid growth initiatives . |
| Paylocity | VP, FP&A & Investor Relations | 2018–2021 | Built FP&A and IR capabilities, supporting forecasting and investor communications . |
| Paylocity | Financial leadership roles (FP&A/IR) | 2013–2018 | Progressive finance roles supporting growth and operating discipline . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Manager, Capital Markets & Accounting Advisory Practice | 2010–2013 | Advised on capital markets/accounting issues; technical finance foundation . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $370,417 | $396,346 | $427,429 |
| All Other Compensation ($) | $16,745 | $38,768 | $41,955 |
| 401(k) Company Match ($) | — | — | $6,800 |
| Perquisites/Other Detail | — | — | Executive wellness, spousal travel; part of “Other $35,155” |
Performance Compensation
Annual Cash Bonus Design (FY 2025)
| Metric | Weight | Threshold | Target | Maximum | Payout Determination |
|---|---|---|---|---|---|
| Recurring & Other Revenue ($) | 60% | $1,404,000,000 | $1,434,000,000 | $1,464,000,000 | Above target; contributed to overall 138% payout |
| Adjusted EBITDA ($) | 40% | $537,400,000 | $554,900,000 | $572,400,000 | Achieved maximum for EBITDA; overall 138% payout |
Ryan Glenn Bonus Outcome (FY 2025)
| Item | Value |
|---|---|
| Target Bonus (% of Base) | 100% |
| Target Bonus ($) | $432,772 |
| Actual Payout (% of Base) | 138% |
| Actual Payout ($) | $597,225 |
Equity Awards (granted Aug 15, 2024 unless noted)
| Award Type | Target Grant Value ($) | Shares Granted | Vesting | Performance Basis |
|---|---|---|---|---|
| RSUs | $3,395,000 | 22,713 | 6.25% quarterly over 16 quarters (time-based) | Time-based only |
| PSUs | $970,000 | 6,490 target | 50% at year 1; 25% at years 2 and 3 | FY2025 Recurring & Other Revenue; earned 130% of target |
| MSUs | $485,000 | 3,245 target | Four tranches at 11/30/26, 2/28/27, 5/31/27, 8/31/27 | Relative TSR vs Russell 3000; 25–200% scale |
PSU result: FY2025 achievement earned 130% of target shares; acquisition impact excluded from metric calculation .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Shares) | 19,844 |
| Shares Outstanding (for % calc) | 54,376,395 |
| Ownership % of Outstanding | ~0.04% (19,844 / 54,376,395) |
| RSUs not yet vested (counts by grant) | 821; 1,319; 3,731; 8,611; 18,455 (market value as of 6/30/25 shown in proxy) |
| PSUs earned but unvested | 8,437 |
| MSUs outstanding (target) | 6,561 (2023 grant); 3,245 (2024 grant) |
| FY2025 Shares Vested | 14,558; value realized $2,782,496 |
| Options | No option exercises in FY2025 |
| Ownership Guidelines | Other NEOs: 2x base salary; compliance currently met subject to phase-in |
| Hedging/Pledging Policy | Prohibited for insiders (hedging, pledging, short sales, derivatives) |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement | Amended & restated employment agreement effective March 11, 2022; at-will |
| Base Salary (FY2025) | $432,772 |
| Target Bonus | 100% of base salary; subject to Committee approval |
| Severance (Termination without Cause) | 12 months of current monthly base salary (100% of monthly base for 12 months), contingent on release |
| Change-in-Control (time-based awards) | Single-trigger: all unvested time-based equity vests immediately prior to, and contingent upon, CoC, subject to service through CoC |
| CoC (PSU/MSU) | Immediate vest based on performance levels attained through CoC date, subject to continued service through that date |
| Non-Compete/Non-Solicit | 12 months post-termination; applies to all NEOs per policy |
| Clawback | Nasdaq/Rule 10D-1 compliant clawback adopted Oct 2023; applies to erroneously awarded incentive comp |
| Excise Tax Gross-up | No golden-parachute excise tax gross-ups |
Potential Payments (Reference Values)
- Cash severance estimate if involuntary termination as of 6/30/25: $432,772 .
- CoC equity acceleration (market value as of 6/30/25): 52,531 shares; $9,518,092 .
Compensation Structure Notes
- Pay-for-performance: Annual bonuses tied to Recurring & Other Revenue and Adjusted EBITDA with capped payouts; equity mix includes PSUs (revenue) and MSUs (relative TSR) to balance top-line growth with market-relative performance .
- Committee/Consultant: Independent Compensation Committee engaged Compensia; peer group emphasizes U.S. SaaS/software companies with growth and comparable size; peers included Paycom, Paycor, HubSpot, DocuSign, Dynatrace, etc. .
- Say-on-Pay: 95.5% approval at 2025 annual meeting .
- Governance protections: No excise tax gross-ups; robust anti-hedging/pledging; clawback policy; director and executive ownership guidelines increased in 2025 .
Investment Implications
- Alignment and incentives: High variable pay with PSUs (earned 130%) and MSUs (relative TSR gate) suggest strong incentive alignment to revenue growth and market-relative performance; governance policies (no hedging/pledging; clawback) reduce risk of misaligned behavior .
- Retention and M&A dynamics: Single-trigger equity acceleration on change-of-control for time-based awards and performance awards could increase realized value in a sale; cash severance is modest (1x salary), balancing retention with shareholder-friendly terms .
- Insider selling pressure: Quarterly RSU vesting cadence and FY2025 vesting of 14,558 shares (value ~$2.78M) create periodic supply; monitoring future vest dates and MSU performance windows may inform short-term flow and trading signals .
- Ownership and skin-in-the-game: Direct ownership is small (~0.04%), but executive ownership guidelines (2x salary) and current compliance mitigate alignment concerns; absence of pledging reduces red flags .
- Performance backdrop: FY2025 results—14% revenue growth, 36.5% adjusted EBITDA margin, $342.8M FCF—support the pay outcomes and indicate execution strength under Glenn’s finance leadership, with strong say-on-pay support (95.5%) .