| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 17, 2023, the Board of Directors (the “Board”) of Paycom Software, Inc. (the “Company”) approved the appointment of Jason D. Clark as Chief Administrative Officer of the Company, effective December 4, 2023. In this role, Mr. Clark will oversee certain administrative operations for the Company.
Mr. Clark, 53, has served as a member of the Board since August 2014 and currently serves as a member of the Board’s Audit Committee and as chairperson of the Board’s Nominating and Corporate Governance Committee. He is also a member of the Board committee that oversees the Company’s stock repurchase plan. Mr. Clark will resign from such Board and committee positions immediately prior to assuming his duties as Chief Administrative Officer on December 4, 2023. Effective on and subject to Mr. Clark’s resignation from the Board, the size of the Board will be reduced from eight to seven directors.
Mr. Clark has served as President and Chief Executive Officer of CompSource Mutual Insurance Company since March 2009. He has over 30 years of experience in the insurance industry specializing in workers’ compensation insurance. Mr. Clark earned his Bachelor of Business Administration in Finance degree from the University of Central Oklahoma.
In connection with Mr. Clark’s appointment as Chief Administrative Officer, the Company and Mr. Clark entered into a letter agreement (the “Clark Letter Agreement”) on November 17, 2023, which provides that Mr. Clark will be paid an annual base salary of $575,000 and will be eligible to participate in the Paycom Software, Inc. Annual Incentive Plan beginning in 2024. In addition, the Compensation Committee of the Board approved the grant of two equity awards to Mr. Clark, in each case effective as of December 4, 2023, consisting of (i) an award of 40,000 shares of time-based restricted stock of the Company (the “Time-Based Award”), which will be subject to the terms and conditions of the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “LTIP”) and the form of Restricted Stock Award Agreement – Time-Based Vesting (Executive) (the “Time-Based RS Award Agreement”), and (ii) an award of shares of the Company’s common stock with an aggregate value of $2.5 million, with the number of shares to be determined based on the closing price of the Company’s common stock on December 1, 2023 (the “Sign-On Award”), which Sign-On Award will be subject to the terms and conditions of the LTIP and a stock award agreement (the “Sign-On Award Agreement”). The shares underlying the Time-Based Award will vest as follows, provided that Mr. Clark is employed by or otherwise providing services to the Company through the applicable vesting date: 7,000 shares vesting on February 5, 2024; 7,000 shares vesting on February 5, 2025; 7,000 shares vesting on February 5, 2026; and 19,000 shares vesting on February 5, 2027. The shares underlying the Sign-On Award will vest immediately upon issuance. The foregoing descriptions of the terms of the Clark Letter Agreement, the Time-Based RS Award Agreement and the Sign-On Award Agreement are not complete and are qualified in their entirety by reference to the full text of each of the Clark Letter Agreement, the Time-Based RS Award Agreement and the Sign-On Award Agreement, respectively, copies of which are filed with this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.
