Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2022, Martin Mucci, the Chairman and Chief Executive Officer of
Paychex, Inc. (the "Company"), notified the Board of Directors of the Company
(the "Board") of his intention to retire as the Company's Chief Executive
Officer effective as of October 14, 2022. Mr. Mucci will retain his role as
Chairman of the Board.
On August 23, 2022, the Board appointed John B. Gibson, age 56, to serve as the
Company's President and Chief Executive Officer effective as of October 14,
2022. Mr. Gibson assumed the role of President and Chief Operating Officer of
the Company in December 2021. Prior to December 2021, he served as the Company's
Senior Vice President of Service since joining the Company in May 2013.
Upon Mr. Gibson becoming the Company's President and Chief Executive Officer on
October 14, 2022, Mr. Gibson's base salary will be increased to $825,000 per
year. Upon his appointment on October 14, 2022, Mr. Gibson will receive a
non-qualified stock option award with a grant date fair value of $600,000 that
will vest in three equal annual installments, have a 10-year term and an
exercise price equal to the closing price of the Company's common stock on
October 14, 2022. Mr. Gibson will also receive a time-based restricted stock
award with a grant date fair value of $400,000 that vests in three equal annual
installments and a performance-based restricted stock award with a grant date
fair value of $1,500,000 that will vest upon the achievement of the two-year
performance metrics established by the Compensation and Leadership Committee in
July 2022, followed by a one-year service vesting period. Mr. Gibson will also
be eligible to receive a cash annual incentive program award with a target of
150% of his base salary for the portion of the fiscal year he serves as the
Company's President and Chief Executive Officer upon the same performance
metrics established for Mr. Mucci for the fiscal year ended May 31, 2023
("fiscal 2023"). For the portion of fiscal 2023 in which Mr. Gibson served as
President and Chief Operating Officer, he will continue to be eligible to
receive a cash annual incentive program award with an annual incentive target of
125% of his base salary upon the same performance metrics established for him
for fiscal 2023.
There are no arrangements between Mr. Gibson or any other person pursuant to
which he was appointed as the Company's Chief Executive Officer. There are no
family relationships, as defined in Item 401 of Regulation S-K, between Mr.
Gibson and any of the Company's directors or executive officers. Mr. Gibson is
not a party to any related party transaction with the Company required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on August 24, 2022, is filed
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit Description
Exhibit 99.1 Press Release of Paychex, Inc. dated August 24, 2022
Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL.
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