Paylocity (PCTY) Form 4 — Executive Awards and Small Share Dispositions
Rhea-AI Filing Summary
Paylocity Holding Corp (PCTY) reporting person Joshua Scutt, Senior Vice President Sales, reported multiple equity transactions between August 15 and August 18, 2025. On August 15, 2025 Scutt was granted 17,357 restricted stock units (RSUs) and 6,175 performance stock units (PSUs) that will each convert to one share upon vesting under the Issuer's 2023 Equity Incentive Plan. Also on August 15, 2025 Scutt received 2,480 market stock units (MSUs) subject to performance vesting (0%–200% payout potential) with four performance periods beginning August 31, 2025. Separate transactions show dispositions of 2,452 shares at $171.64 (08/15/2025) and 439 shares at $171.96 (08/18/2025). Following the reported activity, Scutt beneficially owned 55,507 shares directly and 118 shares indirectly (owned by father-in-law with spouse holding investment power by POA).
Positive
- Grant of 17,357 RSUs and 6,175 PSUs under the 2023 Equity Incentive Plan aligns executive compensation with long-term service and performance
- 2,480 MSUs include a performance range of 0%–200%, linking payout to total shareholder return across multiple performance periods
Negative
- Disposition of 2,452 shares at $171.64 and 439 shares at $171.96 reduced direct holdings
- Indirect ownership of 118 shares by father-in-law (spouse holds investment power by POA) could complicate clear beneficial ownership reporting for some stakeholders
Insights
TL;DR: Routine equity awards and small share dispositions reflect standard executive compensation and partial monetization, not an operational signal.
The filing documents standard time-based RSUs, performance-based PSUs and performance-contingent MSUs granted under the 2023 Equity Incentive Plan, with explicit vesting schedules: RSUs vest over four years (6.25% quarterly starting at grant), PSUs partially vested (50% on 08/15/2025) with remaining tranches on 08/15/2026 and 08/15/2027, and MSUs tied to total shareholder return over four performance periods beginning 08/31/2025. The disposals (2,452 shares at $171.64 and 439 shares at $171.96) are reported separately as sales. From a compensation perspective, these awards align executive pay with multi-year performance metrics and shareholder return; the filing contains no operational metrics or unexpected governance events.
TL;DR: Disclosure shows compliant Section 16 reporting of grants and sales with clear vesting and POA disclosure for indirect ownership.
The Form 4 discloses both direct and indirect ownership (118 shares indirectly owned by the reporting person's father-in-law with the reporting person’s spouse holding investment power by POA). Grant settlement references the 2023 Equity Incentive Plan and the MSU structure includes 0%–200% payout potential and four performance periods. The filing includes attorney-in-fact signature and dates, indicating procedural compliance. No governance concerns, litigation, or material corporate actions are disclosed in this document.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Tax Withholding | Common Stock, par value $0.001 | 439 | $171.96 | $75K |
| Grant/Award | Market Stock Units | 2,480 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 17,357 | $0.00 | -- |
| Grant/Award | Common Stock, par value $0.001 | 6,175 | $0.00 | -- |
| Tax Withholding | Common Stock, par value $0.001 | 2,452 | $171.64 | $421K |
| 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 Shares are owned by the Reporting Person's father-in-law; the Reporting Person's spouse was granted a power of attorney that provides for investment power over the shares. 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.
