Paylocity CEO Granted RSUs/PSUs and Conducted 10b5-1 Sales in Aug 2025
Rhea-AI Filing Summary
Paylocity Holding Corp (PCTY) insider activity: Toby J. Williams, President and CEO and a director, reported multiple equity awards and open-market sales in mid-August 2025. On August 15, 2025 he was granted 46,576 RSUs vesting quarterly over four years and 27,398 RSUs vesting quarterly over two years. He also received 42,332 PSUs with 50% vesting immediately and the remainder vesting in 2026 and 2027 subject to service. Additionally, a target 15,836 Market Stock Units (performance-based 0%-200%) was granted. The filing discloses sales under an approved 10b5-1 plan executed February 21, 2025: 8,000 shares sold across August 15-18 at weighted-average prices of about $171.64 and $172.04. Following these transactions, Mr. Williams beneficially owned 220,752 shares.
Positive
- Significant long-term incentive grants: 46,576 RSUs (4-year vest), 27,398 RSUs (2-year vest), and 42,332 PSUs with staged vesting
- Performance linkage: 15,836 MSUs tied to total shareholder return with potential 0%-200% payout
- Substantial residual ownership: Reporting person still holds 220,752 shares after transactions
Negative
- Insider sales disclosed: 8,000 shares sold under a 10b5-1 plan on Aug 15-18, 2025 at weighted-average prices around $171.64–$172.04
Insights
TL;DR: Mixed signal: sizeable long-term equity awards paired with routine 10b5-1 sales; overall neutral to modestly positive for alignment.
The grants (RSUs, PSUs, MSUs) materially increase CEO equity compensation and align pay with multi-year performance and shareholder return metrics. The PSU structure (50% vested immediately, remainder in two years) plus MSUs with 0%-200% payout link pay to outcomes. The disclosed open-market sales were executed under an approved 10b5-1 plan, with weighted-average prices reported, indicating pre-planned liquidity rather than ad-hoc disposition. Net beneficial holding remains substantial at 220,752 shares, preserving meaningful CEO ownership.
TL;DR: Governance appears standard: multi-year incentive design with documented 10b5-1 plan for sales.
The equity awards use common governance mechanisms: time-based RSUs, performance-based PSUs, and MSUs tied to total shareholder return with multiple performance periods. Vesting schedules and settlement under the 2023 Equity Incentive Plan are explicitly stated. The use of a 10b5-1 trading plan adopted February 21, 2025 is properly disclosed for the August sales, supporting compliance and reducing signaling risk. Documentation in the Form 4 is thorough and follows expected disclosure practices.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, par value $0.001 | 1,588 | $171.96 | $273K |
| Grant/Award | Market Stock Units | 15,836 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 46,576 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 27,398 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 42,332 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 | 13,515 | $171.64 | $2.32M |
| Sale | Common Stock, par value $0.001 | 3,980 | $171.50 | $683K |
| Sale | Common Stock, par value $0.001 | 4,020 | $172.04 | $692K |
Footnotes (1)
- Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over four years beginning on the date of grant at a rate of 6.25% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan. Reflects the grant of restricted stock units (RSUs) that will entitle Reporting Person to receive one (1) share of Common Stock per RSU. The RSUs will vest over two years beginning on the date of grant at a rate of 12.5% vesting every three months. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan. Represents performance stock units (PSUs) awarded pursuant to the Issuer's 2023 Equity Incentive Plan for which performance criteria have been satisfied that will entitle the Reporting Person to receive one share of the Issuer's common stock per PSU upon vesting. 50% of the PSUs vest on August 15, 2025. The remaining PSUs will vest in two equal installments on August 15, 2026 and August 15, 2027, subject to continued service through each of the respective vesting dates. The grant will be settled pursuant to the terms of the Issuer's 2023 Equity Incentive Plan The transaction indicated was conducted under an approved 10b5-1 Plan adopted by the reporting person on February 21, 2025. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $170.82 to $171.82, inclusive. The reporting person undertakes to provide to Paylocity Holding Corporation, any security holder of Paylocity Holding Corporation, or the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 5 and 6 of this Form 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $171.83 to $172.50, inclusive. Each market stock unit (MSU) represents the contingent right to receive one (1) share of Issuer common stock. Reflects the grant of a target number MSUs subject to the award as presented in the table. The number of MSUs that ultimately vest may be 0%-200% of this number, depending upon the achievement by the Issuer of certain total shareholder return objectives. The MSUs have four separate performance periods, which begin August 31, 2025 and end November 30, 2027, February 29, 2028, May 31, 2028 and August 31, 2028, respectively. Twenty five percent (25%) of the total award may be earned after the end of each performance period and, to the extent earned, will vest quarterly. Market stock units do not expire; they either vest or are canceled prior to or upon the vesting date.
