SEC Form DEF 14A filed by Paycom Software Inc.

Letter from our Chief Executive Officer

Dear Fellow Stockholders,

In 2025, Paycom significantly advanced its full-solution automation strategy through continued innovation and disciplined capital allocation to deliver differentiated, cloud-based human capital management solutions to our customers. We took intentional action over the past few years to deliver meaningful operational efficiency enhancements and advance our growth goals.

2025 Highlights

We are proud to have delivered strong financial results by exceeding our initial expectations across key metrics through our strategic focus on full-solution automation, client ROI achievement and world-class service. We achieved total revenue of $2.05 billion, a 9% year-over-year increase and 10% year-over-year growth in recurring and other revenue. These strong results demonstrate our ability to scale efficiently while continuing to invest meaningfully in innovation, infrastructure and service. Our financial strength also enabled us to return significant value to our stockholders, including $85 million in dividends and the repurchase of over 1.7 million shares during 2025.

Innovating with Purpose

Innovation remains at the core of our strategy, and we see tremendous opportunity in our AI-powered and automated products, which have positioned Paycom as a leader in transforming how organizations manage their workforces. In 2025, we launched and saw the rapid adoption of IWant^™, our industry-first command-driven AI engine, which is built directly into our single-database platform.

Our broader investments in AI and automation have been equally transformative, enabling automated processes such as time-off approvals through GONE^® and reduced payroll processing labor through Beti^®. Over the past year, we experienced a record number of clients returning to the Paycom platform, underscoring the effectiveness of our products as we grew our client base to approximately 39,200 clients.

Looking Ahead

Our achievements and tremendous progress have been made possible through the dedication and hard work of our talented team members who continue to prioritize client satisfaction as our driving mission. Their commitment to service excellence and operational discipline drives the value we deliver every day.

As we enter 2026, Paycom is focused on operating from a position of strength. We look forward to driving continued efficiency and long-term value.

Thank you for your continued support, investment and confidence in our vision.

Sincerely,

Letter from our Lead Independent Director

Dear Fellow Stockholders,

Paycom has taken decisive action over the past year to advance its automation strategy to deliver market-leading innovation to our clients. We are proud to have achieved strong results, including double-digit recurring revenue growth.

Engaged Board Overseeing Strategic Execution

We believe that active refreshment of perspectives begins at the Board level, and we continuously evaluate our composition to ensure we have the right set of qualified and engaged directors whose skills and expertise support robust oversight of Paycom’s full-solution automation strategy.

Over the past year, the Board continued its regular practice of engaging with our top stockholders to solicit feedback on our business, governance, compensation and sustainability practices. We value these conversations as stockholder perspectives are an important input in the Board’s discussions and strategic oversight. Many of our stockholders expressed appreciation for our continued engagement and the enhancements made to our executive compensation program in the past few years, which were implemented in response to stockholder feedback. We look forward to continuing this important dialogue with our stockholders.

Positioned for Long-Term Growth

As we look ahead to 2026, the Board is optimistic about Paycom’s trajectory. The Board’s current priorities include maintaining rigorous oversight of enterprise risk management, particularly in areas such as cybersecurity and AI, to promote disciplined and responsible execution as we advance our digital capabilities and solutions.

Stockholder Value

A cornerstone of our commitment to stockholders is returning capital through disciplined and strategic means. In 2025, we returned significant value via our stock repurchase program and quarterly dividends. These actions, combined with our strong financial performance, demonstrate our balanced approach to capital allocation, prioritizing investments in innovation while delivering direct returns to you, our stockholders.

On behalf of the Board of Directors, I am pleased to present our 2026 Proxy Statement and invite you to attend our Annual Meeting of Stockholders. We respectfully request your voting support on the ballot items.

Thank you for your investment and ongoing support of Paycom.

Sincerely,

		FREDERICK C. PETERS II Lead Independent Director

Stockholders will also transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

YOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. For more information about voting, please refer to “Appendix B – Questions and Answers”.

Chad Richison

Chief Executive Officer and

Chairman of the Board of Directors

Oklahoma City, Oklahoma

April 2, 2026

Table of Contents

PROXY STATEMENT

for

the Annual Meeting of Stockholders

to be held on May 4, 2026

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Paycom Software, Inc., a Delaware corporation, to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 4, 2026, at the time and place and for the purposes set forth in the accompanying Notice of 2026 Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This proxy statement and accompanying form of proxy are dated April 2, 2026 and are expected to be first sent or given to stockholders on or about April 2, 2026.

Our principal executive offices are located at, and our mailing address is, 7501 W. Memorial Road, Oklahoma City, Oklahoma 73142.

Voting Roadmap

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2025 Highlights

Company Overview

We are a leading provider of a comprehensive, cloud-based human capital management (“HCM”) solution delivered as Software-as-a-Service (“SaaS”). We provide functionality and data analytics that businesses need to manage the complete employment lifecycle, from recruitment to retirement. Our solution requires virtually no customization and is based on a core system of record maintained in a single database for all HCM functions, including payroll, talent acquisition, talent management, human resources (“HR”) management and time and labor management applications. Our user-friendly software allows for easy adoption of our solution by employees, enabling self-management of their HCM activities in the cloud, which reduces the administrative burden on employers and increases employee productivity. Looking ahead, we remain confident in our plan to create stockholder value through our expanding customer base, topline growth and strong profitability margins.

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Board Highlights

The following table provides information about each director currently serving on our Board of Directors, including the director nominees.

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Committed to Robust Governance Practices

Paycom is committed to strong corporate governance, which we believe is key to the success of our business and to advancing stockholder interests. Highlights include the following:

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Directors and Corporate Governance

Paycom’s business and affairs are managed under the direction of our Board of Directors, which currently consists of six directors. While the Board has historically been comprised of seven or eight directors, the recent resignation of Archana Vemulapalli due to her decision to pursue other professional opportunities has reduced the current membership to six directors. The Board intends to evaluate its size in light of this change. Pursuant to our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, our Board of Directors is divided into three classes, with the members of the classes serving three-year terms that expire in successive years. The Board of Directors maintains a classified structure in order to foster long-term focus, stability and continuity and protect stockholder value. See “—Board Structure” for additional information. The terms of office of the current members of our Board of Directors are divided as follows:

The Board of Directors has nominated Sharen J. Turney and J.C. Watts, Jr. for election as Class I directors (each, a “Director Nominee” and together, the “Director Nominees”), each to serve for a term expiring on the date of the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected and qualified or his or her earlier death, resignation or removal. Each Director Nominee currently serves on our Board of Directors.

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Director Skills, Experience and Background

The biographies of the Director Nominees are as follows:

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The biographies of the continuing directors are as follows:

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Board refreshment is key to ensure our Board composition reflects the optimal blend of experience and skills to conduct oversight over the Company’s strategic objectives. The Board strives to maintain a balance of tenured directors, who bring valuable experience and institutional knowledge, as well as newer directors, who bring fresh perspectives and skills.

Board Structure

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The Board of Directors is divided into three classes, with each class serving a three-year term. The Nominating and Corporate Governance Committee regularly reviews this board structure and has determined that maintaining the classified Board of Directors continues to be in the best interests of the Company and our stockholders. We believe the three-year term encourages our directors to make decisions in the long-term interests of the Company and our stockholders by strengthening the independence of non-employee directors against the short-term focus of certain investors or special interest groups. The Company’s classified board structure also creates stability and continuity on the Board of Directors and ensures that, at any given time, the Board of Directors includes experienced directors who are familiar with our business, strategic goals, history and culture. At the same time, the Board of Directors understands the value and importance of new perspectives, and has acted thoughtfully and intentionally when seeking new director candidates. We believe our current three-year terms are tailored to enable our existing and future directors to develop substantive knowledge about our specific operations and goals, which better positions them to make long-term strategic decisions that are in the best interest of our stockholders. Furthermore, the Company’s classified board reduces the vulnerability of the Company to certain potentially abusive takeover tactics. Because only one-third of the directors are elected at any annual meeting of stockholders, it is impossible to elect an entire new Board of Directors or even a majority of the Board of Directors at a single meeting. Incumbent directors always represent a majority of the Board of Directors and are in a position to negotiate with activists or potential acquirers while protecting the interests of all stockholders.

Board of Directors Independence

Our Board of Directors relies on the criteria set forth in the New York Stock Exchange (“NYSE”) Listed Company Manual for purposes of evaluating the independence of directors and, based on such criteria, has affirmatively determined that Ms. Turney and each of Messrs. Binz, Duques, Peters and Watts qualifies as “independent.” In making such determinations, the Board of Directors considered transactions and relationships between each non-employee director and the Company, if any, that would require disclosure pursuant to Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). The Board of Directors also considered other transactions or relationships that do not rise to the level of requiring disclosure, including transactions and relationships (i) between the Company and entities affiliated with certain directors, as a result of such entities’ purchase (at standard rates) and ongoing use of the Company’s HCM and payroll software, (ii) between the Company and an entity for which a member of the Board of Directors serves as an executive officer, as a result of the Company’s purchase (at standard rates) and ongoing use of such entity’s software. There are no family relationships between any of our directors or executive officers. There are no arrangements or understandings between any director and any other person pursuant to which he or she was selected as a director.

Board of Directors Meetings

During the fiscal year ended December 31, 2025, the Board of Directors held four meetings. Each director attended 100% of the aggregate number of meetings held by the Board and the committees of the Board during the period such director served on the Board of Directors or committee(s), if applicable, in 2025. Each then-serving member of the Board of Directors attended the annual meeting of stockholders in 2025. The Board of Directors does not have a policy requiring director attendance at annual meetings of stockholders.

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Director Time Commitments and Overboarding

Our Philosophy

Our Board of Directors expects every director to have sufficient time to prepare for and attend Board of Directors and committee meetings. The Board of Directors values the experience directors bring from other boards on which they serve but recognizes that those boards may also present demands on a director’s time and availability. The Board of Directors believes that service on boards of other public companies should be limited to a number that permits the director, given his or her individual circumstances, to responsibly perform all director duties. Nonetheless, the Board of Directors recognizes that an evaluation of a director’s other board commitments must take into consideration a number of important factors, including the size and complexity of the other boards on which a director sits, specific expertise or experiences needed to help ensure continuity due to refreshment or director transitions, and observations of the director’s capacity to manage his or her commitments. The Nominating and Corporate Governance Committee and the Board of Directors are committed to conducting a thoughtful process, as further described below, in which they perform proper due diligence and exercise appropriate discretion.

Our Process

Under the Company’s Corporate Governance Guidelines, directors should not serve on more than four publicly traded company boards (including the Company’s Board of Directors). Further, if a director actively serves as an executive officer (other than on an interim basis) of a publicly traded company, that director should not serve on more than two public company boards (including the Company’s Board of Directors). In addition, if a director serves on our Audit Committee, that director should not serve on the audit committee of more than three public companies (including the Company’s Audit Committee). If a director serves on the board of a public company for which he or she also serves as an executive and, as part of such director’s executive responsibilities, he or she also serves on the board of any subsidiary or affiliate of such public company, the Nominating and Corporate Governance Committee will consider all such service as one board.

The Nominating and Corporate Governance Committee has discretion to grant exceptions to this overboarding guideline if it determines that doing so would best serve the Company and the Board of Directors’ current or future needs, or if a director’s other commitments do not impair the director’s ability to sufficiently prepare for, and actively and effectively participate in, Board of Directors and committee meetings. The Nominating and Corporate Governance Committee intends to use discretion sparingly.

In connection with its annual nomination process, the Nominating and Corporate Governance Committee considered each director’s relevant time commitments, the current and future needs of the Company and the Board of Directors, and each director’s service on the boards of other publicly traded companies. Following this review, the Nominating and Corporate Governance Committee determined that each director (including each Director Nominee) is capable of sufficiently preparing for, and actively and effectively participating in, Board of Directors and committee meetings and has complied with the provisions of the Company’s Corporate Governance Guidelines.

Executive Sessions of Independent Directors

The independent directors hold executive sessions at every regularly scheduled Board meeting and every regularly scheduled Audit Committee meeting. The other committees hold executive sessions from time to time, as deemed appropriate by the applicable committee. Each executive session is chaired by the Lead Independent Director (at Board meetings) or by the committee chairperson (at committee meetings), each of whom is an independent director.

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Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition and primary responsibilities of each committee are described below. Members serve on these committees until their resignation or death or until otherwise determined by our Board of Directors.

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Risk Oversight

Board Oversight of Cybersecurity and Automation Risks

The Board of Directors has delegated to the Audit Committee primary responsibility for overseeing enterprise risk management, including oversight of risks from cybersecurity threats. Our Senior Director of Information Technology and Information Security oversees the activities of our information technology and information security teams. Our Senior Director of Information Technology and Information Security is responsible for designing, implementing, and managing our information security risk management program, which includes our cybersecurity policies, practices and infrastructure. To assess whether our risks related to cybersecurity are being appropriately managed, the Audit Committee receives quarterly reports and updates from our Senior Director of Information Technology and Information Security with respect to cybersecurity risk management. Such reports cover our information security program, including its current status, capabilities, objectives and plans; the outcomes of regular business continuity, crisis communications, and disaster recovery exercises; updates on our ongoing compliance with applicable regulations and international cybersecurity standards; participation rates in our twice annual information security and monthly phishing trainings for employees; and the evolving cybersecurity threat landscape.

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The Board and Audit Committee oversee risks related to automation, including AI. This oversight includes actively engaging in, and providing feedback on, quarterly updates from our management team with respect to our automation initiatives, including product deployment and enhancement, internal efficiency gains, and mitigation of emerging threats such as adversarial AI attacks. As we continue to invest in automating our solution, we are leveraging responsible AI in the process. Oversight is vital to the secure, compliant and accountable operation of AI. We are committed to establishing clear lines of accountability and governance structures to ensure our AI systems are developed and deployed responsibly, with emphasis on privacy and security. In 2025, we obtained a certification based on ISO/IEC 42001:2023 criteria, a standard for establishing, implementing, maintaining and continually improving an Artificial Intelligence Management System published by the International Organization for Standardization.

Director Nomination Procedures

The Nominating and Corporate Governance Committee has adopted a formal policy regarding stockholder nominees. The Nominating and Corporate Governance Committee will consider nomination recommendations submitted by stockholders entitled to vote generally in the election of directors. The Nominating and Corporate Governance Committee has not established a minimum number of shares of Common Stock a stockholder must own or required length of ownership to recommend a director candidate, but the committee will take into account the size and duration of a recommending stockholder’s ownership interest, as well as whether the stockholder intends to maintain its ownership interest in Paycom. The Nominating and Corporate Governance Committee will consider only recommendations of nominees who satisfy its minimum candidate qualifications, including that a director must represent the interests of all stockholders and not just one particular stockholder group or other constituency. The Nominating and Corporate Governance Committee will consider only recommendations submitted in compliance with our Amended and Restated Bylaws and any other procedural requirements disclosed in this proxy statement.

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Director Qualifications

Our Nominating and Corporate Governance Committee is responsible for, among other things, assisting our Board of Directors in identifying qualified director nominees and recommending nominees to stand for election at each annual meeting of stockholders. The Nominating and Corporate Governance Committee’s goal is to assemble a board with a wide range of relevant experience, skills and perspectives. The Nominating and Corporate Governance Committee has adopted a set of criteria and standards for assessing the necessary skills and characteristics of director candidates (the “Director Qualification Standards”).

In accordance with the Director Qualification Standards, the Nominating and Corporate Governance Committee will select director candidates on the basis of recognized achievements, knowledge, experience and other factors as deemed appropriate, including but not limited to a candidate’s:

In connection with the adoption of the Director Qualification Standards, the Nominating and Corporate Governance Committee expressly reserved the right to deviate from and/or modify the Director Qualification Standards from time to time in its reasonable discretion.

The Nominating and Corporate Governance Committee believes that it is important that directors represent diverse viewpoints and individual perspectives. The Board of Directors and the Nominating and Corporate Governance Committee aim to identify a diverse group of candidates and believe that no single criterion such as gender or minority status is determinative in attaining diversity on the Board of Directors.

Annual Board and Director Self-Assessment Process

Each director completes an annual self-assessment of the Board of Directors and each committee, in each case to evaluate its effectiveness in fulfilling its responsibilities and to provide an opportunity for directors to provide feedback on potential improvements to processes and practices. The Nominating and Corporate Governance Committee leads the assessment process and analyzes the results. Topics directors are asked to provide feedback on include:

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Director Compensation

Overview and Philosophy

The Board of Directors believes that each director who is not employed by us (each, a “non-employee director”) should be compensated through a mix of cash and equity-based compensation, which is awarded in the form of restricted stock. The Compensation Committee, consisting entirely of independent directors, has primary responsibility for reviewing and considering any revisions to director compensation. Periodically, the Compensation Committee has reviewed director compensation with assistance from its independent compensation consultant, including conducting benchmarking against the Company’s peer group to help assess the appropriateness and competitiveness of our non-employee director compensation program. The Board of Directors reviews the Compensation Committee’s recommendations, discussing those recommendations among themselves, and determines the amount of director compensation. Historically, our philosophy is to align target total non-employee director compensation, including cash and equity, to be in a competitive range of our peer group.

Director Compensation in 2025

In 2025, the compensation package for non-employee directors consisted of (i) annual compensation for service as a director and as a member or chairperson of any committee(s), payable in cash in four quarterly installments (the “Director Cash Compensation”), and (ii) an award under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) of time-based restricted stock (“RSAs”) with an aggregate fair market value of $250,000 (based on the closing price of the Common Stock on the date of grant, but rounded down to the nearest whole share to avoid the issuance of fractional shares) (the “Director Equity Compensation”). All directors are also entitled to reimbursement for their reasonable out-of-pocket expenditures incurred in connection with their service. The Director Cash Compensation is summarized below.

With respect to Director Equity Compensation, the RSAs were granted on the date of the 2025 annual meeting of stockholders and are scheduled to cliff-vest on the seventh (7^th) day following the first (1^st) anniversary of the 2025 annual meeting, provided that the non-employee director is providing services to the Company through the applicable vesting date. Any unvested Director Equity Compensation will be forfeited in the event that the non-employee director’s service to the Company terminates prior to the vesting date, unless (i) such director resigns concurrently with the annual meeting of stockholders immediately prior to the scheduled vesting date, (ii) such annual meeting is held not more than thirty (30) days prior to the scheduled vesting date and (iii) the resigning director continues to serve on the Board of Directors through the date of such annual meeting.

In the event that a new non-employee director is appointed to the Board of Directors other than at an annual meeting of stockholders (a “Mid-Term Director”), such Mid-Term Director is entitled to receive (i) the Director Cash Compensation beginning on the first quarterly payment date following his or her appointment and (ii) a partial award of the Director Equity Compensation on the date of his or her appointment, with the aggregate fair market value of such award to be determined based on the timing of such Mid-Term Director’s appointment in relation to the quarterly payment dates for the Director Cash Compensation.

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The table below provides information regarding compensation paid to each non-employee director during 2025. Because Mr. Richison is an employee of the Company, he did not receive additional compensation for his service as a director in 2025 (including for his service as Chairman of the Board of Directors). See “Compensation of Executive Officers—Summary Compensation Table” for additional information regarding the compensation paid to Mr. Richison during 2025. Ms. Williams retired from the Board of Directors and the committees on which she served effective September 16, 2025. Due to her decision to pursue other professional opportunities, Ms. Vemulapalli resigned from the Board of Directors and the committees on which she served effective March 31, 2026. None of our executive officers had a role in determining or recommending the amount or form of non-employee director compensation, other than Mr. Richison in his capacity as a member of the Board of Directors.

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Director Stock Ownership Guidelines

To further align their interests with the long-term interests of stockholders and to promote the Company’s commitment to sound corporate governance, the Board of Directors has established minimum stock ownership guidelines for the non-employee directors. Under these guidelines, each non-employee director is required to own shares of Common Stock (including unvested RSAs) with a value equal to five times the amount of annual cash compensation payable to each non-employee director for the then-current year, exclusive of any fees payable for service as Lead Independent Director, chairperson of a committee or service on a committee. Non-employee directors who were serving on the Board of Directors as of September 25, 2021 are required to achieve compliance with these guidelines by September 25, 2026. Non-employee directors elected or appointed since September 25, 2021 and future non-employee directors are required to achieve compliance with these guidelines within five years of becoming a director. Each director’s ownership level was initially calculated as of May 15, 2023 (or if a director was elected or appointed after May 15, 2023, as of the date of his or her election or employment). If the director does not meet the required compliance level as of such measurement date, the director’s ownership level is re-calculated annually on the date of each annual meeting until the compliance level is attained. Once a director achieves the required guidance level, no further recalculation is required unless the annual cash retainer changes. As of March 11, 2026, each non-employee director has met (or is expected to meet within the applicable period) the requirements of the stock ownership guidelines. A copy of the stock ownership guidelines is available on our website at investors.paycom.com/corporate-governance.

Stockholder Engagement

We maintain an ongoing dialogue with our stockholders throughout the year. Members of senior management and our Investor Relations team regularly engage with stockholders to discuss our performance, strategic priorities, capital allocation and growth opportunities. In addition, our independent directors hold biannual stewardship-focused engagement meetings each spring and fall, providing stockholders the opportunity to engage directly with the Board on governance matters, including Board composition and effectiveness, executive compensation, risk oversight, sustainability and other long-term value drivers.

Feedback from these engagements is shared regularly with the full Board and its committees and informs the Board’s oversight of strategy, governance and business stewardship priorities. This ongoing engagement supports transparency, accountability and alignment with long-term stockholder value creation.

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Throughout 2025, independent members of the Board, with the support of management, engaged with our largest stockholders to solicit feedback. Our stewardship-focused outreach included:

Key Topics Discussed

Commitment to Social Responsibility and Environmental Sustainability

Board and Management Oversight

Our Board of Directors actively oversees our social responsibility and environmental sustainability strategy, and our management team through the Management Sustainability Steering Committee is responsible for developing and implementing related initiatives. The Board has delegated oversight of social and environmental policies, practices, and disclosures to the Nominating and Corporate Governance Committee, while specific social responsibility and environmental sustainability topics are reviewed by other committees as needed.

Our Management Sustainability Steering Committee is responsible for the day-to-day implementation of our corporate social responsibility initiatives and managing related risks. The Management Sustainability Steering Committee assists the Board in understanding, managing and setting our sustainability strategy and initiatives, composed of a cross-functional group of senior leaders and leaders in our Legal, HR, IT and Accounting departments. The Management Sustainability Steering Committee is responsible for providing regular updates to the Board on our social responsibility and environmental sustainability initiatives.

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Our Approach to Corporate Sustainability

At Paycom, we are driven by a commitment to innovation, service, and integrity, and we live these values through focused support for our people, our community and our world. Our most recent Corporate Social Responsibility Report will be published in April 2026 and will detail the full scope of our corporate social responsibility efforts.

For more than 25 years, Paycom has been committed to empowering employees with direct access to their HR data, with our commitment to innovation, service, and integrity supported by our most important asset—our people. We invest in our world-class talent through our comprehensive benefits offerings, extensive professional development opportunities, including leadership training, and robust onboarding training program. From talent acquisition to talent development, we strive to create an inspired workforce of team members to better serve our clients.

Caring for our people means investing in their well-being and supporting their professional and personal development. We offer comprehensive benefits to our employees, including a range of support initiatives for new parents, on-campus fitness centers, and access to workplace well-being advisors and mental health professionals.

We strive to create a broader Company culture of belonging that is welcoming and inclusive for team members of all backgrounds. We celebrate bringing the “whole person” to work and have enacted an eight-pillar approach—financial, emotional, physical, spiritual, intellectual, occupational, social, and environmental well-being—to account for the holistic well-being of our employees. We are dedicated to creating an environment where employees can learn, grow, and perform at their best. We are also committed to developing confident, competent and capable leaders through coaching, hands-on learning and real-time feedback.

At Paycom, we believe in giving back to the communities where we live and work. We consistently exemplify our values “We Care” and “We Serve” through volunteering opportunities and charitable giving. We are proud to share that Paycom and its employees gave nearly $4 million in cash and in-kind donations in 2025 to more than 500 organizations through grants, employee giving and corporate sponsorships.

Our operations support a clean and healthy planet while enabling high levels of efficiency. Continuing our use of 100% renewable energy credits at our owned headquarter locations—which house three of our data centers—has allowed us to keep our Scope 2 market-based carbon emissions low. We continue to expand our efforts to reduce energy usage at our data facilities, including high-efficiency power supply systems and regular system-idle reviews. In 2025, we powered our two corporate campuses in Oklahoma City and Grapevine and our Phoenix data center with 100% renewable energy through the purchase of renewable energy credits. Our recycling partner processed 45,816 lbs. of electronic assets for reuse and/or material recovery. As a result, Paycom: (i) reduced greenhouse gas emissions in the amount of an estimated 63,862 lbs.; (ii) diverted 1,317 lbs. of toxic metals; and (iii) recovered 15,473 lbs. of metals.

For more information on our social and environmental initiatives, please visit our website at investors.paycom.com and select Corporate Governance g Corporate Social Responsibility Report. The information on our website is not incorporated by reference in, and does not form a part of, this proxy statement.

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Proposal 1: Election of Directors

Our Board of Directors is divided into three classes, with the members of the classes serving three-year terms that expire in successive years. The terms of office for our Class I directors will expire at the Annual Meeting. The Board of Directors has nominated Sharen J. Turney and J.C. Watts, Jr. for election as Class I directors, each to serve for a term expiring on the date of the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected and qualified or his or her earlier death, resignation or removal. Each Director Nominee currently serves on our Board of Directors.

Vote Required

Pursuant to our Amended and Restated Bylaws, directors are elected by a majority of the votes cast at any meeting for the election of directors at which a quorum is present, which means that the number of shares voted “for” a nominee’s election exceeds the number of shares voted “against” such nominee’s election. Abstentions and broker non-votes are not counted as votes cast either “for” or “against” a nominee’s election. Any incumbent director who fails to receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee would then make a recommendation to the Board of Directors about whether to accept the resignation. The Board of Directors would consider and act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, within 90 days following certification of the stockholder vote, and thereafter would promptly disclose its decision whether to accept the director’s tendered resignation (and, if applicable, the reasons for rejecting the resignation) in a press release. Should any Director Nominee become unable or unwilling to serve, the proxy holders may vote the proxies for the election, in his or her stead, of any other person the Board of Directors may nominate or designate. Each Director Nominee has consented to being named in this proxy statement and to serve if elected.

Recommendation of the Board of Directors

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Audit Committee Matters

Audit Committee Report

The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2025, which includes our consolidated balance sheets as of December 31, 2025 and December 31, 2024, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2025, and the notes thereto. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed with the SEC” or subject to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

Review and Discussions with Management

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management.

Review and Discussions with Independent Registered Public Accounting Firm

Pursuant to the terms of the Audit Committee’s charter, the Audit Committee meets at least once per fiscal quarter or more frequently as it may determine necessary. The Audit Committee has discussed with Grant Thornton LLP (“Grant Thornton”) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has also received written disclosures and the letter from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton its independence from the Company. The Audit Committee has also reviewed and discussed the selection, application and disclosure of the critical accounting policies of the Company with Grant Thornton.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Members of the Audit Committee

Joseph L. Binz  | Henry C. Duques  |  Frederick C. Peters II

Fees to Independent Registered Public Accounting Firm

The following is a summary of the fees billed to us by Grant Thornton for audit services for fiscal 2024 and 2025 as well as for audit-related, tax and other services rendered during the applicable periods (in thousands).

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Policy on Audit Committee Pre-approval of Audit and Non-audit Services Performed by Independent Registered Public Accounting Firm

The Audit Committee has determined that all services performed by Grant Thornton are compatible with maintaining the independence of Grant Thornton. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has delegated authority to its chairperson, Mr. Peters, to pre-approve any audit or non-audit services to be provided by Grant Thornton, provided that (i) the fees for such services do not exceed $250,000 in the aggregate, (ii) any matters approved by the chairperson under such delegated authority must be presented to the full Audit Committee at its next scheduled meeting and (iii) such services must be allowed to be provided by our independent registered public accounting firm under the Sarbanes-Oxley Act of 2002 (“SOX”) and SEC rules relating to auditor independence. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval process.

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Proposal 2: Ratification of the Appointment of

Our Independent Registered Public Accounting Firm

The Audit Committee has selected Grant Thornton as our independent registered public accounting firm to conduct an integrated audit of our consolidated financial statements and internal control over financial reporting for the year ending December 31, 2026.

Grant Thornton served as our independent registered public accounting firm for 2025 and has served as our independent registered public accounting firm since 2009.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee annually reviews Grant Thornton’s independence and performance in deciding whether to retain Grant Thornton as the Company’s independent registered public accounting firm. As part of this determination, the Audit Committee considers multiple factors, including depth of institutional and industry knowledge, quality of services, demonstrated objectivity, appropriateness of fee structure and potential for business disruption.

The Audit Committee also considered the Company’s auditor independence controls, including the Audit Committee’s pre-approval policy of all audit and non-audit services by Grant Thornton, the Audit Committee’s regular meetings with Grant Thornton in executive session, and Grant Thornton’s own independence assessment process.

Although ratification is not required by our Amended and Restated Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our stockholders for ratification as a matter of good corporate practice and because we value our stockholders’ views on the Company’s independent registered public accounting firm.

In the event our stockholders fail to ratify the selection of Grant Thornton, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection of Grant Thornton is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Arrangements have been made for a representative of Grant Thornton to attend the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so, and he or she will be available to respond to appropriate stockholder questions.

Vote Required

The approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as votes “against” this proposal.

Recommendation of the Board of Directors

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Management

Each executive officer is appointed by the Board of Directors to serve until his or her successor is appointed, or until his or her earlier death, resignation or removal.

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A Message from Our Compensation Committee

Dear Fellow Stockholders,

Paycom has delivered another year of strong performance, executing on our commitment to world-class service and delivering strong ROI for our clients. In 2025, we achieved total revenues of $2.05 billion while increasing our revenue retention rate to 91%. The executive team’s unwavering focus on advancing automation, integrating AI-driven innovations like IWant, and enhancing our go-to-market strategy has positioned Paycom to continue providing differentiated, best-in-class HCM solutions. Our disciplined and strategic approach has allowed us to return significant value to our stockholders via the stock repurchase program and quarterly dividend payments.

Following the positive results of our 2025 say-on-pay vote, we continued to have robust and ongoing dialogue with our stockholders to gain deeper insights into their views on our executive compensation program. Aligned with feedback from prior years, we maintained our 2025 compensation structure for our non-CEO named executive officers (“NEOs”). Furthermore, 50% of equity incentive opportunities for all continuing NEOs were granted as performance-based restricted stock units (“PSUs”), reinforcing direct ties to our financial results and share price performance.

In 2025, the Compensation Committee reassessed our compensation program for our CEO, taking into account the forfeiture of the special performance award granted to Mr. Richison on November 23, 2020 (the “2020 CEO Performance Award”) and other factors, and approved a 2025 CEO compensation program that we believe was aligned with market practices and responsive to the preferences of our stockholders.

We will continue our regular practice of engaging with stockholders throughout the year to ensure our compensation philosophy, as well as other critical governance and strategic initiatives, appropriately reflects investor perspectives.

On behalf of the full Board, we thank you for your continued support of and investment in Paycom, and respectfully request your support for this year’s executive compensation proposal.

Sincerely,

J.C. Watts, Jr., Chairperson

Frederick C. Peters II

Sharen J. Turney

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy, policies and practices and details the compensation paid to the following executive officers, collectively referred to as our NEOs:

For purposes of this Compensation Discussion and Analysis, references to the “Committee” mean the Compensation Committee.

Executive Summary

Our Company

We are a leading provider of a comprehensive, cloud-based HCM solution delivered as SaaS. We provide functionality and data analytics that businesses need to manage the complete employment lifecycle, from recruitment to retirement. Our solution requires virtually no customization and is based on a core system of record maintained in a single database for all HCM functions, including payroll, talent acquisition, talent management, HR management and time and labor management applications. Our user-friendly software allows for easy adoption of our solution by employees, enabling self-management of their HCM activities in the cloud, which reduces the administrative burden on employers and increases employee productivity.

We are committed to delivering innovative solutions to our clients through our award-winning products and solutions, including IWant, our latest command-driven AI engine built on our single database, providing clients with employee data instantly and accurately, and Beti^® and GONE, which significantly reduce payroll and PTO processing labor and errors for our clients.

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2025 Financial Performance Highlights

Paycom’s financial results for 2025 underscore the strength of our market differentiating and award-winning innovations and success of our full-solution automation strategy, which continues to deliver strong client ROI. As we prioritize AI developments, including our most recently launched command-driven AI product, IWant, and expanded data center capabilities, we are focused on realizing strong organic growth and operational efficiency.

In 2025, Paycom delivered strong financial performance, exceeding initial expectations across key metrics. Total revenue reached $2.05 billion, with recurring and other revenue growing 10% year over year to $1.94 billion, surpassing our initial outlook of approximately 9% growth. Revenue growth was broad-based across client sizes, with continued success in the upmarket segment, as revenue from clients with more than 1,000 employees grew faster than overall revenue.

Our 2025 performance was driven by strong operating leverage, automation, and disciplined cost management. Adjusted EBITDA reached $882 million, representing a 43% adjusted EBITDA margin. These results reflect continued progress in scaling our platform efficiently while investing in innovation and service.

Client engagement and retention also strengthened during the year. Paycom’s annual revenue retention rate increased to 91% in 2025, up from 90% in 2024, reflecting the value delivered through our automation initiatives and world-class client service.

While Paycom delivered solid financial performance in 2025, our stock price performance largely reflected broader market dynamics affecting the SaaS sector. Throughout the year, SaaS and other high-growth technology companies experienced continued volatility driven by macroeconomic uncertainty and evolving investor sentiment regarding the perceived threat of emerging AI technologies on the software industry and broader market pressures affecting our clients. In 2025, Paycom made significant investments in AI and advanced data center infrastructure to support its full-solution automation strategy.

Paying for Performance

We remain committed to a pay-for-performance compensation program that is competitive to attract and retain best-in-industry talent, motivates executives to deliver stretch performance results and rewards individual contributions that drive our ability to deliver sustained stockholder value.

Normalized 2025 CEO compensation structure. Following the full forfeiture of Mr. Richison’s 2020 CEO Performance Award in 2024, and with his annual compensation limited to base salary, payouts under the Annual Incentive Plan and perquisites in 2021 through 2024, the Committee undertook a comprehensive reassessment of the CEO compensation program. In consultation with its independent compensation consultant, the Committee approved a normalized 2025 CEO compensation framework designed to restore market alignment, address stockholder feedback and reinforce rigorous pay-for-performance principles, while appropriately incentivizing Mr. Richison’s continued leadership and contributions.

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Mr. Richison’s new compensation opportunities approved for 2025 were calibrated to align with relevant market benchmarks and designed to maintain a strong link between compensation outcomes, Company performance, and stockholder experience, with over 95% of total target compensation allocated to at-risk variable incentives.

Maintained a consistent compensation structure for other NEOs to support market competitiveness. Approved in February 2025, target compensation opportunities for other continuing NEOs reflected the Company’s robust financial performance results achieved in 2024, while preserving a disciplined, performance-oriented incentive design. Consistent with this approach, 50% of target equity compensation was delivered in the form of PSUs. Compensation adjustments generally reflected expanded roles and increased scope of responsibilities. The Committee believes this structure appropriately balances performance accountability, executive retention, and competitive positioning within the executive talent market, while addressing stockholder feedback for a more consistent year-over-year compensation approach.

Revenue-based incentive design instills accountability in a volatile market environment. The Committee selected revenue as the core performance metric for both the annual cash incentive and equity incentive plans because it is the primary measure used by management and investors to assess the Company’s operating performance, growth trajectory and competitive positioning. Revenue directly reflects execution against Paycom’s strategic priorities, including client acquisition, product adoption, retention, and expansion, and is the most meaningful driver of long-term stockholder value creation. For 2025, the Committee continued to maintain a one-year performance cycle for PSUs to preserve the rigor of the incentive plan in a volatile market environment.

Incentive plan payouts aligned with 2025 financial performance. The Committee determined that, on balance, incentive plan outcomes were appropriate and reflected strong operating execution and financial performance in a challenging environment.

2025 Say-On-Pay and Stockholder Engagement

Paycom maintains an annual advisory say-on-pay vote to provide our stockholders with the opportunity to express their views on our executive compensation program. Approximately 91.4% of the stockholder votes present or represented at the 2025 annual meeting supported our say-on-pay proposal. The Committee considers the vote outcome an important input in future compensation decisions, as it reflects stockholder confidence in the Committee’s effectiveness in attracting, retaining and incentivizing key executive talent.

The Board of Directors and the Committee prioritize regular and ongoing engagement with stockholders as a core component of effective governance oversight. These engagements provide meaningful insight into stockholder perspectives on our executive compensation program, governance practices, performance alignment and long-term strategic priorities.

In 2025, independent members of the Board, with the support of management, continued their practice of proactively engaging with our largest stockholders to solicit feedback. During our off-season stewardship-focused outreach, we contacted 12 of our top stockholders, representing approximately 49% of our outstanding shares held by non-affiliates and held meetings with eight stockholders who accepted our invitation, representing approximately 36% of our outstanding shares held by non-affiliates (based on ownership information as of June 30, 2025). Each meeting was attended by at least one independent director, underscoring the Board’s commitment to direct engagement and accountability.

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Throughout these discussions, stockholders expressed appreciation for enhancements made to our executive compensation program in response to prior engagement and feedback. Key compensation-related themes raised in 2025 included:

Compensation Philosophy

As we pursue our strategic objectives, we must continuously develop and refine our solution to stay ahead of our clients’ needs and challenges, which requires a talented and experienced management team. The Committee, with input from its independent compensation consultant, has developed an executive compensation program that we believe does not encourage excessive or inappropriate risk-taking and is designed to (i) motivate, reward and retain our leaders, (ii) support our strategic objectives, including long-term, sustainable growth and increasing stockholder value, and (iii) encourage strong financial performance on an annual and long-term basis.

The Committee has determined what it believes to be the appropriate level and mix of the various compensation components for our executive officers. The specific objectives of our executive compensation program are to:

The table below summarizes how the various components of our executive compensation program are designed to achieve these objectives.

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Compensation Review and Determination

Overview

In determining the compensation for each executive officer, the Committee considered the following factors:

Role of Compensation Committee

The Committee reviews and approves the compensation of our executive officers and, with respect to our Chief Executive Officer, recommends compensation actions for approval by the Board of Directors. In fulfilling these responsibilities, the Committee reviews and approves corporate goals and objectives related to executive compensation, evaluates executive performance against those goals, and approves all equity awards granted to executive officers.

Role of Compensation Consultant

In 2025, the Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide input, analysis and advice about our compensation programs for executives and non-employee directors, including compensation philosophy and design, peer group data, competitive positioning and equity compensation practices. The Committee selected Meridian as its independent compensation consultant based on, among other things, Meridian’s reputation and substantial insight and experience with executive compensation programs in our industry. Meridian reports directly to the Committee and did not perform work for the Company in 2025 except as directed by the Committee. After reviewing and considering the factors set out by the applicable rules and regulations of the SEC and NYSE regarding the independence of compensation advisors, the Committee determined that Meridian is independent and its work in 2025 did not raise any conflicts of interest.

Role of Chief Executive Officer

On an annual basis, we evaluate each executive officer’s performance for the prior year. In 2025, Mr. Richison evaluated each executive officer other than himself, with input from other leaders within the Company. The evaluation focused on the achievement of stated corporate and individual performance criteria and the contributions made to Paycom. This process led to a recommendation from Mr. Richison to the Committee with respect to the cash and equity compensation opportunities of each executive officer (other than himself).

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Compensation Mix

We do not have a formal policy or target for the allocation between cash and non-cash compensation or for the allocation between short-term and long-term incentive compensation for our executive officers. Rather, the Committee relies on each Committee member’s experience and peer group and industry benchmarks provided by the Committee’s independent compensation consultant, to determine the appropriate level and mix of compensation. Ultimately, our objective is to provide our executive officers with reasonable, competitive base salaries, time-based equity incentives to support retention and the opportunity to earn additional compensation through performance-based incentives, which are designed to encourage achievement of pre-established performance target levels.

Timing

At least annually, the Committee reviews and evaluates each executive officer’s base salary. Based on historical practices and our performance review cycle for all employees, salary increases, if any, were typically approved in the first quarter but effective as of July 1st of a given year. Beginning in 2025, the Committee transitioned to reviewing, approving and implementing any annual executive officer salary changes in the first quarter of each year to better align salary actions with the timing of other executive compensation determinations.

With respect to cash bonuses, the Annual Incentive Plan requires that the Committee set performance goals within the first 90 days of a performance period. Following the end of a performance period and our receipt of the independent auditor’s report with respect to financial statements for the applicable fiscal year, the Committee must certify the extent to which the performance goals were achieved as well as the calculation and determination of the incentive compensation to be paid to each participant under the Annual Incentive Plan.

With respect to equity compensation, the Committee determines whether and when to grant awards to executive officers based on its evaluation of the various factors discussed under “—Equity Incentive Compensation—Overview” below.

Peer Group Data

The Committee uses peer group data as a reference point in designing our executive compensation programs and setting compensation levels. The Committee does not use peer group data as a determinative factor, but rather an external benchmark to ensure our executive compensation programs are reasonable and competitive.

For purposes of setting target compensation for 2025, the Committee used the peer group identified below. The peer group remained largely unchanged from the prior year, except for the removal of Ebix, Inc. and Splunk Inc. following their acquisition in 2024. To maintain a balanced peer group composition, the Committee approved the addition of two application software companies, Informatica Inc. and Procore Technologies, Inc.

The companies in the peer group were selected based on several criteria, including size, industry focus and level of operational and organizational complexity. In particular, the Committee targeted application software companies with comparable SaaS business models and business software applications. The peer group companies were also identified based on revenue and market capitalization.

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The Committee, with the assistance of its independent compensation consultant, reviews the appropriateness of the peer group annually using data from the trailing 12-month period preceding each annual peer group review. When the Committee selected the peer group for 2025 in December 2024, the resulting peer group consisted of 19 software companies, with median revenues of $2.1 billion and median market capitalization of $15.6 billion.

We have a limited number of direct, public company business peers with a similar growth trajectory. As we continue to grow, the Committee remains focused on providing market-competitive and stockholder-aligned compensation programs that are appropriate for the size and strategy of the business. To assist with this goal, the Committee also reviewed data from larger companies in our industry, both in terms of market capitalization and revenue, to help the Committee understand how pay design and structure, as well as quantum of pay opportunity, may change as we continue to grow. The Committee reviewed trends in compensation structure and formulation among members of these reference groups as part of its overall executive compensation evaluation.

Cash Compensation

Base Salary

We provide base salaries to our executive officers to compensate them for services rendered during the fiscal year and to recognize their experience, skills, knowledge and responsibilities. The Committee reviews and evaluates base salaries for our executive officers at least annually with input from its independent compensation consultant and our CEO (except with respect to his own compensation).

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In evaluating executive officer salaries, the Committee reviews (with input from its independent compensation consultant) compensation data of named executive officers of peer group companies, as well as general competitive external market conditions for recruiting and retaining executive talent. The Committee approved a base salary increase for each executive officer in the first quarter of 2025, with changes effective in February 2025. The table below provides information regarding the base salary for each of our NEOs.

Annual Incentive Plan

Overview

The purpose of the Annual Incentive Plan is to advance our interests and the interests of our stockholders by:

The Annual Incentive Plan is administered by the Committee. For each performance period, the Committee must approve the participant’s eligibility to receive annual incentive awards and select the performance metrics, goals and corresponding payout levels for each participant.

Payouts under the Annual Incentive Plan and perquisites are made based upon achievement of performance goals (consisting of individual performance goals, business unit performance goals and/or Company performance goals) relating to one or more “performance criteria,” such as revenues or adjusted EBITDA.

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2025 Annual Incentive Targets

For 2025, the Committee approved annual incentive target opportunities for each NEO as shown below.

2025 Performance Criteria

As in prior years, the Committee evaluated an appropriate mix of performance metrics for each participating NEO, taking into account individual responsibilities and areas of direct impact. Based on this evaluation, the Committee determined that a common, enterprise-wide performance framework is the most effective way of driving performance outcomes. By emphasizing a shared performance metric, the Committee reinforced a “one-team” approach, aligning all members of the executive leadership team around a single, clearly defined objective and promoting collective accountability for the Company’s performance results.

For the 2025 performance period, the Annual Incentive Plan awards granted to the participating NEOs were based on our achievement of revenue targets, but subject to downward adjustment if adjusted EBITDA fell below a specified target. The Committee selected these metrics because it believes top-line growth and profitability are critical short-term measures of our success and key to long-term stockholder value creation.

The table below sets forth (i) the revenue amounts and growth rates that were established as the threshold, target and maximum achievement levels for the 2025 performance period and (ii) the payout percentage (as a percent of target) at each achievement level. Generally, a straight-line interpolation would be applied on the change in performance between threshold and target achievement. To the extent that our total revenues fell between target and maximum achievement, the payout percentage would increase 6.7 percentage points for each $1.0 million of revenue growth over $2,025.0 million, up to $2,039.0 million and 6.2 percentage points for the $1.0 million increment of revenue between $2,039.0 million and $2,040.0 million. Additionally, as in prior years, the revenue payout percentage was subject to a downward adjustment by 5 percentage points for every $2.0 million (whole) that our adjusted EBITDA for the year fell below $830.0 million, provided that the revenue payout percentage could not be reduced by more than 75 percentage points.

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The established financial performance goals were rigorous and, at target achievement level, required significant growth from achieved performance results in the prior year. In establishing Annual Incentive Plan performance goals for the participating NEOs for the 2025 performance period, the Committee set threshold performance levels above 2024 actual results to incentivize continued growth and sustained performance. Target performance was established at approximately 7.5% revenue growth over the prior year, with maximum payout tied to revenue growth, exceeding approximately 8.3% relative to 2024 results.

The target performance goals were informed by the Company’s annual budgeting process, among other considerations, including the Company’s market guidance issued in the first quarter of 2025, which was subsequently raised following stronger than expected performance in the first half of the year. In setting the total revenue goal and associated payout percentage for maximum achievement, the Committee intentionally calibrated performance expectations to reflect a meaningful “stretch” beyond target levels, recognizing both the rigor already embedded in the target goal and the progressively greater difficulty of achieving results above that level. This approach was designed to reinforce strong pay-for-performance alignment and reward exceptional outcomes.

2025 Annual Incentive Plan Payouts

The tables below set forth our actual achievement of the Company’s financial performance metrics for the 2025 performance period and the resulting bonus payouts for participating NEOs. We paid cash bonuses under the Annual Incentive Plan for the 2025 performance period in the first quarter of 2026.

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Equity Incentive Compensation

Overview

We believe that equity awards provide our executive officers with a strong link to our performance, create an incentive to achieve performance goals and objectives and more closely align the interests of our executive officers with those of our stockholders. The 2023 LTIP allows us to grant an array of equity-based incentive awards to our executive officers, other employees, outside directors and contractors. The purpose of the 2023 LTIP is to align award recipients with Paycom’s stockholders and long-term success and to help us attract and retain top-tier talent.

Historically, we have granted equity incentive awards to our executive officers consisting of RSAs, restricted stock awards subject to market-based vesting (“PSAs”), time-based restricted stock units (“RSUs”) and PSUs. The Committee, in consultation with its independent compensation consultant, annually determines the type, magnitude and vesting conditions of awards to executive officers based on its evaluation of the following factors, among others:

2025 Equity Awards

Overview

In February 2025, the Committee approved equity incentive award grants to then-serving NEOs pursuant to the 2023 LTIP, consisting of performance- and time-based incentives allocated equally between PSUs and RSUs.

In approving the 2025 annual equity incentive awards, the Committee considered a range of factors, including feedback received through ongoing stockholder engagement, market and peer data for executives’ annual equity opportunities based on role and scope of responsibilities, the fair value of outstanding equity award target values and the highly competitive market for executive talent within our industry.

In approving the 2025 annual equity incentives, the Committee calibrated award levels to more closely align with competitive peer practices for comparable roles, while retaining the flexibility to differentiate individual awards based on executive performance, retention considerations, and the other evaluation factors described above. The Committee believes this approach appropriately balances market competitiveness, pay-for-performance alignment, and stockholder interests.

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Following the full forfeiture of Mr. Richison’s 2020 CEO Performance Award in February 2024, and with his compensation limited to base salary, annual incentives and perquisites for 2021 through 2024, the Committee established a new CEO compensation framework for 2025. The revised program normalizes annual incentive opportunities to market benchmarks, reinforces rigorous pay-for-performance alignment, restores a balanced incentive structure, and directly links compensation outcomes to Company financial and share price performance while continuing to motivate Mr. Richison’s leadership and contributions.

2025 PSU Awards

For 2025, the Committee maintained the prior year’s practice of using revenue as the PSU metric for all participating NEOs, consistent with the Committee’s pay-for-performance philosophy. In selecting revenue, the Committee evaluated a range of alternative performance measures and concluded that revenue growth is the financial metric most directly linked to Paycom’s ability to deliver sustained long-term stockholder value and the primary measure used by investors to assess performance relative to peers and market benchmarks.

The Committee further determined that using the same core financial metric for both the annual cash incentive plan and the PSU program would strengthen alignment, reinforce strategic priorities, and underscore the critical importance of executing against Paycom’s revenue growth objectives in 2025. This approach promotes consistency across incentive programs and ensures that executives are held accountable to a single, clearly defined performance outcome.

In light of heightened macroeconomic volatility and the resulting challenges in establishing reliable multi-year financial targets, the Committee approved a one-year performance period for the 2025 PSUs to preserve the rigor and integrity of the program. A single-year performance period eliminates the potential for strong performance in one year to offset underperformance in another, ensuring that PSU payouts reflect actual results achieved during the performance period. The Committee believes this structure enhances accountability, strengthens pay-for-performance alignment, and appropriately balances incentive effectiveness with external uncertainty. The Committee will continue to monitor market conditions, consider stockholder feedback, and evaluate the appropriateness of longer-term performance periods for future equity awards.

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To differentiate the PSU program from the annual cash incentive plan and to mitigate the risk of windfall compensation, the Committee capped 2025 PSU payouts at target, without providing an above-target or maximum payout opportunity.

Vesting of 2025 PSUs

In February 2026, the Committee reviewed and certified the achievement of performance goals applicable to PSUs granted to NEOs in 2025. Based on full-year revenue of $2,051.7 million, which exceeded the target performance level, the 2025 PSU awards were earned at the target payout level. The Committee believes this outcome appropriately reflects the leadership team’s direct influence on the Company’s most meaningful strategic progress during the year, including continued product adoption, expansion of the sales pipeline, and strong client retention. The payout represented approximately 61% of the initial target grant value as measured on the vesting date, after considering the change in market value of the shares of Common Stock since the grant date and accounting for the dividend equivalents associated with earned PSUs.

2025 RSU Awards

RSUs granted to the participating NEOs in 2025 as part of their annual long-term incentive compensation were designed to align the interests of our executives with those of our stockholders, and to promote the long-term retention of our executive talent. RSUs vest ratably over a three-year period and require continued employment through each vesting date.

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Amy Vickroy Walker Equity Award

In February 2025, prior to her appointment as Chief Sales Officer, effective April 2, 2025, Ms. Walker was granted an equity award consisting of 3,000 shares of Common Stock, which vested in full on the grant date. This award was preceded by Ms. Walker agreeing to forfeit certain compensation opportunities related to achieving specific, confidential Company sales objectives prior to her promotion to an executive officer role in 2024.

Other Compensation Components and Considerations

Retirement Benefits

We believe that establishing competitive benefit packages for our employees is an important factor in attracting and retaining highly qualified personnel. We maintain broad-based benefits that are provided to all full-time employees, including medical, dental, group life insurance, accidental death and dismemberment insurance, long- and short-term disability insurance and a 401(k) plan. Our NEOs are eligible to participate in all of our employee benefit plans, in each case, on the same basis as other employees.

Our 401(k) plan is intended to qualify as a tax-qualified plan under Code Section 401 so that contributions to our 401(k) plan, and income earned on such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan. Our 401(k) plan provides that each participant may contribute up to 100% of his or her pre-tax compensation, up to a statutory limit, which was $22,500 for 2023, $23,000 for 2024 and $23,500 for 2025. Participants who are at least 50 years old can also make “catch-up” contributions, which in 2023, 2024 and 2025 was limited to an additional $7,500 above the statutory limit. Additionally, in 2025, for participants ages 60 to 63, an enhanced “super catch-up” contribution was permitted, which allows for a higher limit of $11,250 above the statutory limit. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employee contributions are held and invested by the plan’s trustee, subject to participants’ ability to give investment directions by following certain procedures. We provide matching contributions under our 401(k) plan for all employees, including our NEOs, equal to 100% of the first 1% of an employee’s elected deferrals and 50% of an employee’s elected deferrals between 1% and 6%, up to a maximum matching contribution of 3.5% of an employee’s includible compensation. Our 401(k) plan also permits us to make discretionary contributions, and all of our contributions are subject to established limits and a vesting schedule. We do not maintain any defined benefit pension plans or any non-qualified deferred compensation plans.

Perquisites and Other Personal Benefits

We provided our NEOs with perquisites and other personal benefits in 2023, 2024 and 2025 that the Committee believed were reasonable and consistent with our overall compensation program. In addition to the items described below, we pay country club dues on behalf of Mr. Richison, and all of our NEOs are entitled to participate in a supplemental medical plan that provides for visits and benefits with private physicians and health professionals. The Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs. Attributed costs, if any, of the personal benefits for the NEOs for the years ended December 31, 2023, 2024 and 2025 are included in the “All Other Compensation” column in “Compensation of Executive Officers—Summary Compensation Table.”

Automobile Allowances. During 2025, Messrs. Richison and Boelte (until his retirement from the Company in February 2025) received monthly automobile allowances pursuant to their respective employment agreements. Ms. Walker also received a monthly automobile allowance during 2025.

Security. Pursuant to his employment agreement, the Company is obligated to provide personal and home security for Mr. Richison. We view these physical and network security services as an integral part of our risk management program and necessary and appropriate business expenses for the benefit of Paycom. Although we do not consider the provision of such necessary security measures to be a perquisite, pursuant to SEC guidance, we have reported these costs as compensation in the “All Other Compensation” column of the Summary Compensation Table.

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Private Air Travel. Pursuant to Mr. Richison’s employment agreement, the Company is obligated to provide 24 hour-per-day, 365 day-per-year access to private aircraft for Mr. Richison’s business travel, and he is entitled to 75 hours of flight time per year for non-Company use of such private aircraft. To fulfill his duties, Mr. Richison frequently uses the private aircraft when he travels on business. Such use of private air travel enhances Mr. Richison’s security and reduces his travel time, which allows him to devote more time to work matters while maintaining the confidentiality of such matters during travel. In light of the increased security and efficiency, we believe such use is appropriate as part of a competitive executive compensation package. We also allow other NEOs to use private air travel for business purposes. If space allows, we permit the NEOs to bring family members or guests along on the trip. Because we pay for such business travel based on the flight hours regardless of the passenger load, the aggregate incremental cost to us for the additional passengers is de minimis.

Change in Control Arrangements

Employment Agreements (Richison and Boelte)

Mr. Richison’s employment agreement does not provide for any payments upon a change in control.

As disclosed under “Compensation of Executive Officers—Employment Agreements and Arrangements,” the employment agreement with Mr. Boelte provided for payments upon the occurrence of a change in control followed by a termination of employment by Mr. Boelte due to a change in his status, reporting, duties or position that represented a demotion or diminution from his prior status, which is also known as a “double-trigger” provision. The change in control provisions in Mr. Boelte’s employment agreement were designed to reward him for remaining employed with us during a time when his prospects for employment following a change in control could have been uncertain. Following Mr. Boelte’s retirement in February 2025, we are no longer party to any executive employment agreement or arrangement that provides for payments upon a change in control.

Equity Awards

RSAs and RSUs

In accordance with the terms of the 2023 LTIP, upon a Change in Control (as defined in the 2023 LTIP), all outstanding RSAs and RSUs held by each NEO and issued pursuant to the 2023 LTIP will be assumed or substituted by the applicable successor entity. If the awards are assumed or substituted by the successor entity (or if the Company is the successor entity), the awards will continue in accordance with their original terms. However, if the awards are not assumed or substituted by the applicable successor entity, then upon the Change in Control, all outstanding RSAs and RSUs that have not previously vested will become fully vested and exercisable or payable, and any applicable restrictions or forfeiture provisions will lapse.

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Accounting and Tax Effects

We consider the impact of accounting treatment in developing and implementing our compensation programs, including the accounting treatment of amounts awarded or paid to our executives. We also consider the impact of federal tax laws on our compensation programs, including the deductibility of compensation paid to the NEOs. Our ability to deduct incentive compensation paid under our incentive plans may be limited by Code Section 162(m) to the extent that the incentive compensation is paid to a “covered employee” (as defined in Code Section 162(m)) and the total compensation paid by us to such covered employee for a taxable year exceeds $1,000,000. This limitation on deductions only applies to compensation paid by a publicly-traded corporation (and not compensation paid by non-corporate entities). Under Code Section 162(m), a “covered employee” includes an individual (or, in certain circumstances, his or her beneficiaries) who, at any time during the taxable year, is our principal executive officer, principal financial officer, an individual who is among the three highest compensated officers for the taxable year (other than an individual who was either our principal executive officer or our principal financial officer at any time during the taxable year), or anyone who was a covered employee for purposes of Code Section 162(m) for any tax year beginning on or after January 1, 2017. Notwithstanding the foregoing, even though incentive compensation in excess of $1,000,000, if paid to a covered employee, is no longer tax deductible, the Company intends to continue to grant, when in the best interests of the Company and its stockholders, awards that are subject to the achievement of certain performance goals.

Dividends and Dividend Equivalents

Pursuant to the 2023 LTIP, participants receiving RSAs have all of the rights of a stockholder of the Company, including the right to receive any dividends thereon, provided that, (i) any cash dividends and stock dividends with respect to RSAs must be withheld by the Company for the participant’s account, and (ii) such withheld dividends attributable to any particular share of restricted stock shall be distributed to such participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a fair market value equal to the amount of such withheld dividends, if applicable, upon the release of restrictions on such share (i.e., upon vesting) and, if such share is forfeited, the participant will forfeit and have no right to such withheld dividends. Similarly, RSUs and PSUs may permit the participant to receive dividend equivalents, provided that, (i) any dividend equivalents (based on cash or stock dividends) with respect to the RSUs or PSUs shall be withheld by the Company for the participant’s account, and (ii) such withheld dividend equivalents attributable to any particular RSU or PSU shall be distributed to such participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a fair market value equal to the amount of such dividend equivalents, if applicable, upon the release of restrictions on such RSUs or PSUs (i.e., upon vesting) and, if such RSU or PSU is forfeited, the participant shall forfeit and have no right to such dividend equivalents.

All NEOs’ unvested equity incentive awards currently outstanding are entitled to receive dividends or dividend equivalents, as applicable, provided that such dividends or dividend equivalents are withheld by the Company and subject to the same vesting and forfeiture provisions as the awarded shares or awarded units to which they relate. As a result, dividends are paid to the applicable NEO only upon vesting of the award.

Compensation Committee Report

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K.

The foregoing report is provided by the following directors, who constitute the Committee.

J.C. Watts, Jr. (Chair)

Frederick C. Peters II

Sharen J. Turney

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Compensation of Executive Officers

Summary Compensation Table

The following table contains information regarding the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.