Paylocity Insider Grants and Sales: RSUs, PSUs, MSUs Disclosed
Rhea-AI Filing Summary
Steven R. Beauchamp, Executive Chairman and Director of Paylocity Holding Corp (PCTY), reported equity transactions dated August 15 and August 18, 2025. He was granted 7,822 restricted stock units (RSUs) and 5,741 performance stock units (PSUs) on August 15, 2025; 50% of the PSUs vested on that date with the remainder scheduled to vest on August 15, 2026 and August 15, 2027 subject to service. Market stock units (MSUs) with a target of 2,660 were also granted on August 15, 2025 and vest based on multi-period TSR performance metrics. Reported disposals include 2,904 shares sold at $171.64 on August 15, 2025 and 3,144 shares sold at $171.96 on August 18, 2025. Indirect holdings reported include 235,000 shares held by the IRIE Family Trust, 100,000 by the Steven Beauchamp 2025 GRAT, and 69,138 by Gotham Triple Advantage Strategy LP, with total direct beneficial ownership reported around 1.53 million shares after the transactions.
Positive
- Performance alignment: PSUs and MSUs tie a portion of compensation to multi-period performance metrics, aligning executive incentives with shareholder returns
- Retention features: RSUs vest over four years, supporting executive retention
- Detailed disclosure: Filing distinguishes direct and indirect holdings and specifies vesting schedules and performance periods
Negative
- Share disposals: Reporting shows open-market sales of 2,904 and 3,144 shares on August 15 and August 18, 2025, which reduced direct holdings
- Immediate vesting: 50% of PSUs vested on August 15, 2025, increasing the insider's immediately realizable equity
Insights
TL;DR: Insider received performance-linked and time-based equity; modest share sales followed.
The reporting shows a typical executive compensation mix: time-based RSUs (7,822), performance PSUs (5,741 with 50% vested immediately) and performance-linked MSUs (target 2,660). The PSU and MSU components link pay to future performance, aligning long-term incentives with shareholder returns. Two small open-market disposals (2,904 and 3,144 shares) at ~$171.6–$172.0 are recorded; these sales reduced direct holdings but significant indirect holdings remain, including 235,000 shares in the IRIE Family Trust. Overall, the transactions appear to be routine compensation and liquidity activity rather than a material change in control or strategy.
TL;DR: Equity grants use multi-year performance vesting; disclosure is standard and detailed.
The form discloses structured awards under the 2023 Equity Incentive Plan with clear vesting schedules and performance metrics for MSUs spanning through 2028. The filing properly distinguishes direct and indirect holdings and reports both grants and disposals. The immediate 50% PSU vesting on August 15, 2025 is noteworthy as it increases vested exposure, while the MSU structure ties potential dilution to achievement of total shareholder return targets. Filing appears compliant and provides adequate detail for governance review.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, par value $0.001 | 3,144 | $171.96 | $541K |
| Grant/Award | Market Stock Units | 2,660 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 7,822 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 5,741 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 | 2,904 | $171.64 | $498K |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
| holding | Common Stock, par value $0.001 | -- | -- | -- |
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. 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 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.
