DEF 14A

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING TO BE HELD ON MAY 4, 2026

In addition to delivering paper copies of these proxy materials to you by mail, this notice and the accompanying proxy statement, form of proxy and 2025 Annual Report are available at www.proxydocs.com/PAYC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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☐		Soliciting Material Pursuant to §240.14a-12

Paycom Software, Inc.

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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,



		CHAD RICHISON
		Chief Executive Officer and Chairman of the Board of Directors

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,

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FREDERICK C. PETERS II

Lead Independent Director

NOTICE OF

2026 Annual Meeting

of Stockholders

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7501 W. Memorial Road

Oklahoma City, Oklahoma 73142

(405) 722-6900



DATE AND TIME	LOCATION	RECORD DATE

May 4, 2026 11:00 a.m. local time	Gaillardia 5300 Gaillardia Boulevard Oklahoma City, Oklahoma 73142	March 11, 2026



ITEMS OF BUSINESS
Proposal		Board of Directors Recommendation	See Page
1	To elect two Class I directors, each to serve until the date of the 2029 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or his or her earlier death, resignation or removal;	FOR each director nominee	28

2	To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026; and	FOR	31

3	To approve, on an advisory basis, the compensation of our named executive officers.	FOR	67

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


Voting			Adjournments and Postponements

	In person Online By telephone By mail	To vote in person, you must attend the Annual Meeting and obtain and submit a ballot. The ballot will be provided at the Annual Meeting. You may vote by proxy online by following the instructions found on the proxy card. You may vote by proxy by calling the toll-free number found on the proxy card. You may vote by proxy by completing, signing, dating and promptly returning the enclosed proxy card in the postage-paid envelope.	Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed. Stockholder List A complete list of stockholders entitled to vote at the Annual Meeting will be available for inspection at the principal executive offices of the Company during regular business hours for a period of 10 calendar days ending on the day before 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”.


By Order of the Board of Directors,

Chad Richison

Chief Executive Officer and

Chairman of the Board of Directors

Oklahoma City, Oklahoma

April 2, 2026

Table of Contents


Voting Roadmap			1

2025 Highlights			2

Directors and Corporate Governance			5

Director Skills, Experience and Background			6

Board Structure			13

Board of Directors Independence			14

Board of Directors Meetings			14

Director Time Commitments and Overboarding			15

Executive Sessions of Independent Directors			15

Committees			16

Risk Oversight			19

Board Oversight of Cybersecurity and Automation Risks			19

Director Nomination Procedures			20

Director Qualifications			21

Annual Board and Director Self-Assessment Process			21

Communications with the Board of Directors			22

Code of Ethics and Business Conduct			22

Insider Trading Policy			22

Director Compensation			23

Stockholder Engagement			25

Commitment to Social Responsibility and Environmental Sustainability			26

Proposal 1: Election of Directors			28

Vote Required			28

Recommendation of the Board of Directors			28

Audit Committee Matters			29

Audit Committee Report			29

Fees to Independent Registered Public Accounting Firm			29

Policy on Audit Committee Pre-approval of Audit and Non-audit Services Performed by Independent Registered Public Accounting Firm			30

Proposal 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm			31

Vote Required			31

Recommendation of the Board of Directors			31

Management			32

A Message from Our Compensation Committee			34

Compensation Discussion and Analysis			35

Executive Summary			35



2025 Say-On-Pay and Stockholder Engagement			37

Compensation Philosophy			38

Compensation Review and Determination			39

Cash Compensation			41

Equity Incentive Compensation			45

Other Compensation Components and Considerations			48

Compensation Committee Report			51

Compensation of Executive Officers			52

Summary Compensation Table			52

2025 Grants of Plan-Based Awards Table			54

2025 Outstanding Equity Awards at Fiscal Year-End Table			55

2025 Option Exercises and Stock Vested Table			56

Employment Agreements and Arrangements			57

Potential Payments upon Termination or Change in Control			60

Compensation Risk Assessment			62

Pay Versus Performance			63

2025 Pay Ratio Disclosure			66

Equity Compensation Plan Table			66

Proposal 3: Advisory Vote to Approve Executive Compensation			67

Vote Required			67

Recommendation of the Board of Directors			67

Certain Relationships and Related Party Transactions			68

Review and Approval or Ratification of Transactions with Related Parties			68

Transactions with Related Parties			68

Security Ownership of Certain Beneficial Owners and Management			69

Other Matters			71

Delinquent Section 16(a) Reports			71

Submission of Stockholder Proposals and Nominations			71

Other Business			71

Financial Statements			72

Additional Information			73

Appendix A – Non-GAAP Reconciliations			A-1

Appendix B – Questions and Answers			B-1

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PROXY STATEMENT

for

the Annual Meeting of Stockholders

to be held on May 4, 2026

Unless the context otherwise requires, (i) references to “Paycom,” “we,” “us,” “our” and the “Company” are to Paycom Software, Inc., a Delaware corporation, and its consolidated subsidiaries, and (ii) references to “stockholders” are to the holders of shares of our common stock, par value $0.01 per share (“Common Stock”), including unvested shares of restricted stock.

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:

INDEPENDENT

BOARD

All directors are independent except Mr. Richison, who serves as our Chief Executive Officer and Chairman of the Board. All committees are composed entirely of independent directors, and Mr. Peters serves as Lead Independent Director.

ENGAGED

DIRECTORS

All directors attended 100% of the Board and applicable committee meetings in 2025.

Board orientation and continuing education opportunities support ongoing director development.

REGULAR BOARD

SELF-ASSESSMENT

All directors assess the performance of the Board and each committee every year.

ROBUST BOARD

OVERSIGHT

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Risk: Our Board and Audit Committee receive regular updates from management on our enterprise risk management program.

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Sustainability: Our Nominating and Corporate Governance Committee maintains oversight of social responsibility and environmental sustainability.

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Cybersecurity and Automation: Our Senior Director of Information Technology and Information Security presents quarterly reports to the Audit Committee on our cybersecurity risks and program as well as our automation initiatives.

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Succession Planning: Our full Board is engaged in managing long-term executive succession planning.

STRONG CODE

OF ETHICS

We are committed to operating with the highest level of integrity, and maintain a Code of Ethics and Business Conduct that applies to all directors, officers and other employees.

ACCOUNTABLE TO

STOCKHOLDERS

We maintain a majority vote standard for uncontested director elections, with a plurality carve-out for contested elections. We hold an annual say-on-pay vote.

ROBUST

STOCKHOLDER

ENGAGEMENT

We engage with our top stockholders throughout the year and solicit their feedback on our compensation, governance and sustainability programs.

ROBUST STOCK

OWNERSHIP

GUIDELINES

We maintain robust stock ownership guidelines equivalent to 6x salary for our Chief Executive Officer, 3x salary for other executive officers and 5x cash compensation for non-employee directors.

INDEPENDENT

COMPENSATION

CONSULTANT

The Compensation Committee directly retains an independent compensation consultant that performs no services for the Company other than those for the Compensation Committee.

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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 term of office for our Class I directors will expire at the Annual Meeting;

_›		the term of office for our Class II directors will expire at the annual meeting of stockholders to be held in 2027; and

_›		the term of office for our Class III directors will expire at the annual meeting of stockholders to be held in 2028.

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:


Sharen J. Turney INDEPENDENT DIRECTOR SINCE: 2021 CLASS: I AGE: 69 COMMITTEES: _› Compensation _› Nominating and Corporate Governance (Chairperson) EDUCATION: _› BA, Business Education, University of Oklahoma	Ms. Turney contributes to the Board her significant senior executive and public company board experience, industry expertise related to high growth and ecommerce companies and growing world-class brands, sales and marketing, risk management and financial reporting.
	KEY SKILLS AND QUALIFICATIONS
	›	Senior Leadership – seasoned executive with extensive payment processing technology knowledge developed over her extensive career in the retail sector; multiple CEO positions at large retailers, including Gloria Jeans, Victoria’s Secret and Neiman Marcus Direct, have given her tremendous experience overseeing all aspects of corporate operations, including sales operations, marketing and supply chain, and product development.
	›	Marketing and Business Development – gained over three decades of experience launching and growing global brands; served in executive and board leadership roles at high-growth retail companies, where she was responsible for strategic planning and brand development.
	›	Public Company/Corporate Governance – acquired during her career serving on multiple publicly traded company boards, including as chair of the compensation committee at Bread Financial Holdings (NYSE: BFH), and various executive leadership roles at large retailers.
	›	Global Experience – acquired during her career serving in various executive leadership roles, where her expertise extended to the global retail scale; in addition to global experience gained during her time at Gloria Jeans, she has advised several international brands such as Marks & Spencer (London), Cosmo Lady (China) and Clovia (India).
	›	Risk Management – acquired significant expertise through decades of leadership experience through overseeing complex organization with global presence, including business operations, sourcing, supply chain, and strategic planning.
	EXPERIENCE
	GLORIA JEANS, an international retailer of fashion apparel, footwear, and accessories
	›	Chief Executive Officer (2018-2019)
	VICTORIA’S SECRET, a division of L Brands, Inc.
	›	President and Chief Executive Officer (2006-2016)
	›	President and Chief Executive Officer, Victoria’s Secret Direct (2000-2006)
	NEIMAN MARCUS GROUP, a luxury retailer (1989-2000)
	›	President and Chief Executive Officer, Neiman Marcus Direct
	›	Held various executive roles in merchandising, creative production, advertising and public relations
	OTHER BOARD SERVICE BREAD FINANCIAL HOLDINGS, INC. (NYSE: BFH) (since 2019), chair of compensation committee and member of nominating and governance committee ACADEMY SPORTS AND OUTDOORS, INC. (NASDAQ: ASO) (2021-2024), former member of compensation and nominating and governance committees SYCAMORE PARTNERS MANAGEMENT LP (2020-2021) HAPPY SOCKS AB (2018-2019) M/I HOMES, INC. (2011-2018) FULLBEAUTY BRANDS (2016-2018) NATIONWIDE CHILDREN’S HOSPITAL, INC. (2012-2018) JAY H. BAKER RETAILING INITIATIVE ADVISORY BOARD AT THE WHARTON SCHOOL, UNIVERSITY OF PENNSYLVANIA (since 2004) BOARD OF TRUSTEES FOR THE UNIVERSITY OF OKLAHOMA FOUNDATION (since 2000)

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J.C. Watts, Jr. INDEPENDENT DIRECTOR SINCE: 2016 CLASS: I AGE: 68 COMMITTEES: _› Compensation (Chairperson) _› Nominating and Corporate Governance EDUCATION: _› BA, Journalism and Public Relations, University of Oklahoma	Mr. Watts contributes to the Board his extensive first-hand knowledge of government relations and the evolving regulatory landscape, public company board experience and senior leadership experience.
	KEY SKILLS AND QUALIFICATIONS
	›	Public Company/Corporate Governance – developed skills through his extensive experience serving on public company boards, including Dillard’s, CSX Corporation, ITC Holdings, Clear Channel Communications, Inc. and Terex Corporation.
	›	Senior Leadership – experienced professional who served in various leadership roles in the United States House of Representatives; advised several public company boards and has over two decades of experience as Co-Founder and CEO of Watts Partners, a boutique corporate and government affairs consulting firm.
	›	Marketing/Business Development – established a prominent consulting firm with a diverse client-base to which he provides strategic focus and program leadership; vast experience advising on business development and public affairs strategies.
	›	Government Relations/Regulatory – acquired during his time as an elected official, first on the Oklahoma Corporation Commission and then during his eight years in Congress, where he served on the United States House Committees on Armed Services, Financial Services, and Transportation and Infrastructure.
	EXPERIENCE
	WATTS PARTNERS, a boutique corporate and government affairs consulting firm
	›	Co-Founder, President and Chief Executive Officer (since 2003)
	THE UNITED STATES HOUSE OF REPRESENTATIVES
	›	Representative for the State of Oklahoma (1995-2003)
	›	Chairman of the Republican Conference (1999-2003)
	›	Served on the United States House Committees on Armed Services, Financial Services, and Transportation and Infrastructure (1995-2003)
	›	Sponsored and led the establishment of the Committee on Homeland Security (2002)
	OTHER BOARD SERVICE DILLARD’S, INC. (NYSE: DDS) (since 2009; 2003-2008), member of audit committee CSX CORPORATION (2011-2014) ITC HOLDINGS CORP. (2011-2014) CLEAR CHANNEL COMMUNICATIONS, INC. (2003-2007) TEREX CORPORATION (2003-2006)

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The biographies of the continuing directors are as follows:


Henry C. Duques INDEPENDENT DIRECTOR SINCE: 2016 CLASS: III AGE: 82 COMMITTEES: _› Audit _› Nominating and Corporate Governance EDUCATION: _› BA, Business Administration, The George Washington University _› MBA, The George Washington University	Mr. Duques contributes to the Board his extensive industry, senior executive and public company board experience, as well as risk management and financial and accounting expertise.
	KEY SKILLS AND QUALIFICATIONS
	›	Industry – obtained comprehensive knowledge of payment processing software and technology through his 30-year career in the financial services industry; while at First Data Corporation, helped develop and grow the company into one of the largest processors of point of sale credit card transactions at the time.
	›	Risk Management – acquired significant expertise through his decades of leadership experience through overseeing complex organizations with global presence, including business operations, enterprise risk management and strategic planning.
	›	Financial and Accounting – developed proficiency through his career in executive and board leadership roles at financial services companies; as CEO of First Data Corporation, oversaw its acquisition by KKR which, at $29 billion, was one of the largest contemporary leveraged buyouts of a technology company at the time.
	›	Public Company/Corporate Governance – gained vital governance experience by serving on the board of directors of Unisys Corporation for over a decade, where he acted as Chairman for two years.
	EXPERIENCE
	FIRST DATA CORPORATION, an electronic commerce and payment services company
	›	Chairman and Chief Executive Officer (1992-2002; 2005-2007)
	AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., the predecessor of First Data Corporation
	›	President and Chief Executive Officer, Database Services Group (1987-1992)
	AUTOMATIC DATA PROCESSING, INC., a global provider of human resources management software and solutions
	›	Group President Financial Services and Director (1984-1987)
	›	Advanced through roles of increasing responsibility (1973-1984)
	OTHER BOARD SERVICE UNISYS CORPORATION (1998-2014), Chairman (2006-2008) SUNGARD CORP. (2003-2005) CHECKFREE CORPORATION (2000-2004) MASTERCARD (1997-1999) THE GEORGE WASHINGTON UNIVERSITY BOARD OF TRUSTEES (1998-2008)

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Chad Richison CHIEF EXECUTIVE OFFICER AND CHAIRMAN CLASS: III CHAIRMAN SINCE: 2016 DIRECTOR SINCE: 1998 AGE: 55 EDUCATION: _› BA, Mass Communications— Journalism, University of Central Oklahoma	Mr. Richison contributes to the Board his extensive industry and cybersecurity knowledge, expertise in data automation and in the SaaS sector, and senior executive and business development experience.
	KEY SKILLS AND QUALIFICATIONS
	›	Senior Leadership – as the Chief Executive Officer and Chairman of the Board of Paycom, he has garnered vast experience guiding Paycom from a startup to a large publicly traded company; has overseen Paycom’s strategic vision and direction, contributing to its reputation as an innovator; leadership is marked by a focus on service excellence, technology development, and employee culture.
	›	Industry – as the founder of Paycom, he brings a comprehensive knowledge of the software, payments and technology industry; having started his career at a national payroll and HR company and a regional payroll company, Mr. Richison recognized opportunities to enhance efficiency of payroll and talent management operations and founded Paycom, which rapidly became one of the first companies to offer cloud-based payroll service with a range of complementary HCM applications.
	›	Cybersecurity and Data Privacy – obtained extensive knowledge of the technologies and processes resulting in the establishment of in-depth industry-leading data privacy and cybersecurity standards and technologies at Paycom needed to protect the Company and client data.
	›	Marketing/Business Development – under his leadership, Paycom has added tens of thousands of clients through elevating the Paycom brand, quality client engagement and providing world-class service.
	EXPERIENCE
	PAYCOM
	_›	Chief Executive Officer and Chairman (since 2026)
	_›	Chief Executive Officer, President and Chairman (2016-2026)
	_›	Chief Executive Officer and President (1998-2016)

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Joseph L. Binz INDEPENDENT DIRECTOR SINCE: 2024 CLASS: II AGE: 58 COMMITTEES: _› Audit EDUCATION: _› BS, Finance, University of Illinois Urbana-Champaign _› MBA, University of Michigan Ross School of Business	Mr. Binz contributes to the Board over 30 years of financial leadership and experience working with high-growth SaaS and publicly traded technology companies to develop and execute stockholder value creation strategies.
	KEY SKILLS AND QUALIFICATIONS
	›	Financial and Accounting – established through his senior executive leadership roles overseeing global finance organizations at Atlassian, Microsoft and Intel.
	›	Industry – obtained through his work with leading global software and technology companies, where he oversaw capital allocation strategies to drive R&D, strategic innovation projects and technology transformation initiatives; Mr. Binz brings deep experience evaluating market trends and driving growth through technological shifts.
	›	Global Business – acquired through overseeing large financial functions across multinational corporations, navigating complex economic environments; his experience includes roles as CFO at Atlassian and in senior management at Microsoft, where he guided the multi-billion-dollar business transformation to the cloud.
	›	Senior Leadership – deep experience spearheading growth initiatives and strategic investments in the tech sector and overseeing financial planning and analysis, investor relations, acquisition integration and procurement functions.
	EXPERIENCE
	ATLASSIAN, a software development corporation
	_›	Chief Financial Officer (2022-2026)
	MICROSOFT, a multinational technology conglomerate
	_›	Corporate Vice President, Chief Financial Officer, Corporate Finance Team (2015-2022)
	_›	Chief Financial Officer, Cloud and Enterprise Group (2015)
	_›	General Manager, Finance, Microsoft Office (2007)
	_›	Director, Investor Relations (2004-2007)
	_›	Senior Finance Manager, Windows Client Business Group and Platform Division (2002-2004)

	INTEL, a semiconductor manufacturing company

	_›	Finance Manager, M&A, Intel Capital (2001)

	_›	Strategic Finance Manager, Level One Communications Finance Manager, Fab 6 Finance Manager, Appliance and Computing Division, Senior Financial Analyst, Mass Storage and Imaging Operation, Finance Analyst Corporate Materials and Services Group (1994-2000)

	KPMG, a professional services accounting firm

	_›	Supervising Senior Accountant (1989-1992)

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Frederick C. Peters II LEAD INDEPENDENT DIRECTOR INDEPENDENT DIRECTOR SINCE: 2014 CLASS: II AGE: 76 COMMITTEES: _› Audit (Chairperson) _› Compensation EDUCATION: _› BA, Political Science, Amherst College	Mr. Peters contributes to the Board his extensive financial and accounting expertise, senior executive and public company board experience, risk management, industry and deep institutional knowledge, as well as first-hand knowledge of government relations and the regulatory landscape.
	KEY SKILLS AND QUALIFICATIONS
	›	Financial and Accounting – acquired experience over his 40+ years in the banking and financial sector, including serving in his current role as Chairman of Community Financial Institutions Fund (formerly Bluestone Financial Institutions Fund) and previous senior leadership and board roles at Bryn Mawr Bank Corporation (NASDAQ: BMTC) and the Federal Reserve Bank of Philadelphia, where he supervised complex financial service offerings, banks and bank holding companies.
	›	Risk Management – obtained expertise through his first-hand experience in founding two community banks, which required extensive, broad ranging oversight responsibilities, including evaluation of corporate risk; also has served in numerous executive and board leadership roles at various public and private companies.
	›	Industry – developed extensive knowledge of the payments ecosystem, payment processing technologies, regulatory frameworks, banking sector and evolving market preferences over his more than four decades in banking and payments adjacent industries.
	›	Government Relations/Regulatory – gained experience during his time chairing the Audit Committee for the Federal Reserve Bank of Philadelphia and while serving as a member of the Federal Reserve Bank’s Committee of Audit Chairs in Washington, D.C.
	EXPERIENCE
	COMMUNITY FINANCIAL INSTITUTIONS FUND (formerly Bluestone Financial Institutions Fund), an asset management company
	_›	Chairman (since 2015)
	_›	CEO (2015-2026)
	BRYN MAWR BANK CORPORATION, a community bank and wealth management organization
	_›	Chairman, President and CEO (2001-2014)
	_›	Director (2001-2017)
	FIRST MAIN LINE BANK
	_›	Founder, Chairman and CEO (1995-2001)
	NATIONAL BANK OF THE MAIN LINE
	_›	Founder, Chairman and CEO (1985-1995)

	Other experience: Held lending and executive positions at Philadelphia National Bank, Hamilton Bank and Industrial Valley Bank
	OTHER BOARD SERVICE
	THE FEDERAL RESERVE BANK OF PHILADELPHIA (2009–2014), audit committee chair (2013-2014)
	FEDERAL RESERVE BANK’S COMMITTEE OF AUDIT CHAIRS (2013–2014)
	VARIOUS NON-PROFIT BOARDS OF DIRECTORS, including Foundation for Delaware County, Bryn Mawr Film Institute and Main Line Health

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83%

Independence

5 Independent

1 Non-Independent

40%

Board Leadership Diversity

40% of Board leadership roles

held by diverse directors based

on gender or race/ethnicity

Tenure

17% of directors: 0-3 years

50% of directors: 4-9 years

SEC Form DEF 14A filed by Paycom Software Inc.