Virginia Breen
Paylocity HoldingAbout Virginia G. Breen
Virginia G. Breen, age 61, has served as an independent director of Paylocity since September 2018. She is an institutional investor and board member in private and public equity for more than 30 years, with an M.B.A. from Columbia University and an A.B. in Computer Science from Harvard College . Her biography emphasizes experience with technology‑driven, high‑growth companies, which informs Paylocity’s long‑term strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paylocity Holding Corp. | Independent Director | 2018–present | Audit Committee member; Nominating & Corporate Governance Committee member; the audit committee judged her financially literate/sophisticated, supporting oversight of ERM, internal controls, and related party reviews . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Neuberger Berman fund complexes (NB Asset-Based Credit Fund; NB Crossroads Funds IV–VII; NB Private Markets Access Fund LLC) | Trustee/Director/Manager | 2015–present (various start dates: 2015, 2017, 2020, 2021, 2025) | Registered private equity/private credit fund complex positions across multiple vehicles . |
| UBS A&Q Fund Complex (3 portfolios under ICA 1940) | Board of Managers | Since 2008 | Registered investment companies . |
| UBS NY Fund Cluster | Board | Since July 2023 | Boards overseeing 4 registered investment companies with 38 series/funds . |
| Calamos Fund Complex | Trustee | Since 2015 | Complex overseeing 69 portfolios . |
| Tech and Energy Transition Corp. | Director | 2021–2023 | Prior public company (SPAC) directorship . |
| Jones Lang LaSalle Income Property Trust (public, non-traded REIT) | Trustee | 2004–2023 | Prior non‑traded, daily‑priced REIT board role . |
Board Governance
- Independence: The board determined Ms. Breen is independent under Nasdaq Listing Rules and Exchange Act Rule 10A‑3(b)(1) .
- Committee assignments (FY2025): Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee expertise: Audit Committee members (including Ms. Breen) meet financial literacy/sophistication requirements; audit committee financial expert designation applies to Breard, Robinson, and Waters (not Breen) .
- Meeting cadence and attendance: Board held 4 meetings in FY2025; each director attended at least 75% of Board and applicable committee meetings; Audit Committee met 4 times; Nominating & Corporate Governance met 4 times .
- Executive sessions and lead independent director: Non‑management directors hold executive sessions at regular meetings; Ronald V. Waters III is Lead Independent Director .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $35,000 | Standard for non‑employee directors in FY2025 . |
| Audit Committee member fee | $10,000 | Member fee (non‑chair) . |
| Nominating & Corporate Governance member fee | $5,000 | Member fee (non‑chair) . |
| Total cash fees earned (Breen) | $50,000 | Matches retainer + committee fees for her roles . |
Changes approved for FY2026:
- Annual cash retainer increases to $50,000; Audit Committee member fee increases to $12,500; Nominating & Corporate Governance chair fee to $12,000 and member fee remains $5,000; Lead Independent Director fee increases to $25,000 .
Performance Compensation
| Equity Award | Grant date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| RSU (director annual grant) | Aug 15, 2024 | 1,338 units; $208,661 grant date fair value | 25% quarterly; fully vested by first anniversary if service continues | Director equity compensation is time‑based RSUs (no disclosed director performance metrics) . |
| RSU (planned structure FY2026) | — | Approx. $230,000 grant size (shares based on 30‑day avg price at grant) | As approved for FY2026 program | Applies to each director; timing/units depend on grant price . |
Performance metrics tied to director compensation:
- None disclosed; director grants are time‑based RSUs rather than performance‑contingent awards .
Clawbacks and plan governance:
- All awards under the 2023 Equity Incentive Plan are subject to forfeiture or recovery to the fullest extent required by Nasdaq listing standards or any clawback policy adopted by Paylocity; no dividend payments until underlying shares vest; annual cap for non‑employee director comp is $750,000 (cash + grant date equity) .
Other Directorships & Interlocks
| Company/Entity | Shared exposure with PCTY | Potential interlock/conflict commentary |
|---|---|---|
| Neuberger Berman funds; UBS funds; Calamos funds | Investment management platforms | No PCTY‑disclosed related‑party transactions with these entities; audit committee reviews material related‑party transactions . |
| Tech and Energy Transition Corp. (prior) | None disclosed with PCTY | Historical role only; no current interlock noted . |
| Jones Lang LaSalle Income Property Trust (prior) | None disclosed with PCTY | Historical role only; no current interlock noted . |
Expertise & Qualifications
- 30+ years as an institutional investor/board member across private and public equity; technology and high‑growth company exposure .
- Education: M.B.A., Columbia University; A.B. in Computer Science, Harvard College .
- Audit committee literacy/sophistication (board determination) .
Equity Ownership
| Holder | Shares beneficially owned | Notes |
|---|---|---|
| Virginia G. Breen | 9,349 | Includes 316 RSUs vesting within 60 days of Sept 30, 2025; percentage of common stock shown as “*” in table (under 1%) . |
Stock ownership guidelines:
- Non‑employee directors must hold at least 5x annual cash retainer (increased from 4x in July 2025); five‑year compliance horizon; subject to phase‑in, non‑employee directors (and CEO/NEOs) are currently compliant .
Section 16(a) compliance:
- Company states executive officers and directors complied in FY2025, except five late Form 4s by former director Jeffrey T. Diehl (administrative errors) .
Governance Assessment
Key findings:
- Board effectiveness and independence: Breen is independent, financially literate, and serves on two core governance committees (Audit; Nominating & Corporate Governance), supporting oversight of ERM, internal controls, board evaluation, and ESG oversight—positive for investor confidence .
- Attendance and engagement: Board and committees met 4 times; all directors met the ≥75% attendance threshold, indicating engagement; non‑management executive sessions occur regularly with an active Lead Independent Director—positive governance signal .
- Pay and alignment: FY2025 director pay mix balanced cash ($50,000 for Breen) and equity (time‑based RSUs, $208,661); ownership guidelines increased to 5x retainer with current compliance—constructive alignment with shareholders .
- Conflicts and related parties: No related‑party transactions involving Breen identified; related‑party reviews conducted by the audit committee under a formal policy—no conflict red flags .
Compensation structure analysis:
- FY2026 adjustment increases both cash retainers and equity grant size for directors (to ~$230k), reflecting peer practices via independent consultant Compensia; while pay levels rise, guardrails include an annual director compensation cap, clawbacks, and no dividend payment before vest—mitigating governance risk .
RED FLAGS
- None identified specific to Breen: no disclosed related‑party transactions, no attendance shortfalls, and independence affirmed. Pay escalation for FY2026 should be monitored against performance and peer alignment but is supported by external consultant review and capped by plan limits .