Paylocity insider Cappotelli receives RSUs/PSUs and MSUs; reports share sales
Rhea-AI Filing Summary
Andrew Cappotelli, Senior Vice President Operations of Paylocity Holding Corp (PCTY), reported equity transactions in a Form 4 filed for transactions dated August 15 and August 18, 2025. The report shows grants of 10,874 restricted stock units (RSUs) and 3,219 performance stock units (PSUs) that will each convert to one share on vesting under the Issuer's 2023 Equity Incentive Plan. The RSUs vest over four years with 6.25% vesting every three months. Fifty percent of the PSUs vested on August 15, 2025; the remainder vest in equal installments on August 15, 2026 and August 15, 2027, subject to continued service. The filing also reports a grant of 1,554 market stock units (MSUs) awarded at target on August 15, 2025 with payout tied 0%-200% to total shareholder return objectives and four separate performance periods starting August 31, 2025. The Form shows dispositions of 1,010 shares at $171.64 and 208 shares at $171.96, leaving Cappotelli with 24,828 shares beneficially owned after the transactions.
Positive
- Significant retention incentives granted: 10,874 RSUs vesting over four years to support continuity
- Performance alignment: 3,219 PSUs (50% vested) plus 1,554 MSUs with 0%-200% payout tied to total shareholder return
Negative
- None.
Insights
TL;DR: Executive received mixed compensation: time-based RSUs, performance PSUs, and TR-indexed MSUs to align pay with shareholder returns.
The awards combine time-based RSUs and performance-based PSUs/MSUs, which is consistent with contemporary executive pay design to balance retention and performance alignment. The RSUs vest quarterly over four years, supporting retention. PSUs with staged vesting (50% vested immediately, remainder over two years) imply partial immediate recognition of performance metrics already met. MSUs are indexed to total shareholder return with a 0%-200% payout range and multiple performance periods, tying potential upside to stock performance. These structures reduce guaranteed pay and place upside contingent on company performance.
TL;DR: Insider reported equity grants and small share dispositions; transactions are routine compensation-related disclosures under Section 16.
The Form 4 discloses grant-based compensation (RSUs, PSUs, MSUs) and recorded dispositions at market prices on August 15 and 18, 2025. The reported share counts and prices are explicit: dispositions of 1,010 shares at $171.64 and 208 shares at $171.96. Beneficial ownership after these trades is reported as 24,828 shares. The MSU award contains multiple performance windows beginning August 31, 2025, and may vest 0%-200% based on total shareholder return, which could affect future share issuance if payouts occur. Overall, the filing is a routine disclosure of equity awards and related transactions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, par value $0.001 | 208 | $171.96 | $36K |
| Grant/Award | Market Stock Units | 1,554 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 10,874 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 3,219 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 | 1,010 | $171.64 | $173K |
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.
