Paycom Software, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated August 13, 2025, details significant executive officer transitions and reorganizations at Paycom Software, Inc. The report covers events occurring between August 13, 2025, and August 18, 2025, including the resignation of the Chief Information Officer and the appointment of new executive officers.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes and Executive Transitions
- Departure of CIO: Brad Smith notified the Board on August 13, 2025, of his intent to resign as Chief Information Officer, effective October 31, 2025. He will transition to the role of Senior Technical Strategist.
- New Executive Designations: On August 18, 2025, the Board approved title changes and designated the following individuals as executive officers:
- Chad Richison: Chief Executive Officer and President
- Bob Foster: Chief Financial Officer and Treasurer
- Amy Vickroy Walker: Chief Sales Officer
- Randy Peck: Chief Operating Officer (shares principal operating officer responsibilities)
- Shane Hadlock: Chief Client Officer and Chief Technology Officer (shares principal operating officer responsibilities)
- Rachael Gannon: Chief Automation Officer
- Role Change: Jason Clark, previously Chief Administrative Officer, remains employed but is no longer designated as an executive officer effective August 18, 2025.
Compensation Arrangements and Unusual Items
The filing details specific compensation agreements for the transitioning and newly designated officers:
- Shane Hadlock: Annual base salary of $550,000. Eligible for a 2025 cash bonus of $500,000 (two payments remaining). Eligible for equity awards under the 2023 LTIP.
- Rachael Gannon: Annual base salary of $525,000. Eligible for a 2025 cash bonus of $200,000 (two payments remaining). Eligible for equity awards under the 2023 LTIP.
- Brad Smith (Transition):
- Will retain annualized base salary of $552,944 in his new role as Senior Technical Strategist.
- Remains eligible for the 2025 AIP cash bonus; not eligible for AIP bonuses beginning in 2026.
- Equity Acceleration: Subject to a release of claims, 7,000 shares of restricted stock and 5,393 restricted stock units will accelerate vesting.
- Equity Cancellation: 19,000 unvested shares of restricted stock and 7,901 unvested restricted stock units will be cancelled. Performance-based RSUs remain outstanding.
Investor Verification Checklist
- Verify the effective date of Brad Smith's resignation (October 31, 2025) and the conditions for his equity acceleration.
- Confirm the shared responsibilities of Randy Peck and Shane Hadlock as principal operating officers.
- Review the attached exhibits (10.1 through 10.4) for full terms of the employment and transition agreements.
- Monitor future filings for the impact of these leadership changes on operational strategy and financial performance.