Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
May 31, 2024 |
May 31, 2023 |
May 31, 2022 |
May 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.
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Summary Compensation Table Total for PEO
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Compensation Actually Paid to PEO
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Compensation Table Total for Non-PEO
NEOs (2)
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Compensation Actually Paid to Non-PEO
NEOs (2)(3)
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Value of Initial Fixed $100 Investment Based On:
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Net of Certain Items (5)
(in millions) (i)
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Peer Group Total Shareholder Return (4)
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Net
Income
(in millions)
(h)
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| 2024 |
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$ |
7,534,855 |
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$ |
— |
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$ |
8,462,562 |
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$ |
— |
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$ |
2,498,637 |
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$ |
2,602,402 |
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$ |
185.79 |
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$ |
153.68 |
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$ |
1,690 |
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$ |
2,054 |
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| 2023 |
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$ |
6,680,180 |
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$ |
14,442,172 |
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$ |
5,660,044 |
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$ |
(3,614,572 |
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$ |
2,691,157 |
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$ |
1,782,985 |
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$ |
157.41 |
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$ |
121.82 |
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$ |
1,557 |
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$ |
1,933 |
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| 2022 |
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$ |
— |
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$ |
11,025,026 |
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$ |
— |
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$ |
23,305,787 |
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$ |
3,257,026 |
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$ |
5,846,642 |
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$ |
180.70 |
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$ |
118.53 |
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$ |
1,393 |
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$ |
1,782 |
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| 2021 |
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$ |
— |
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$ |
9,627,247 |
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$ |
— |
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$ |
21,142,733 |
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$ |
2,605,572 |
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$ |
4,992,766 |
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$ |
144.16 |
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$ |
127.00 |
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$ |
1,098 |
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$ |
1,434 |
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| (1) |
John B. Gibson was our PEO in fiscal 2024 and during fiscal 2023 following October 13, 2022. Martin Mucci was our PEO during fiscal 2023 through October 13, 2022, and in fiscal 2022 and 2021. The amounts deducted and added in calculating Compensation Actually Paid (“CAP”) for Mr. Gibson for fiscal 2024 are as follows: |
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Summary Compensation Table Total |
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Deduction of stock awards and option awards reported in the Summary Compensation Table |
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(5,749,962 |
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Fiscal year-end value of equity awards granted during the fiscal year that remained unvested as of the last day of the fiscal year |
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5,363,389 |
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Change in fair value from the last day of the prior fiscal year to the last day of the fiscal year of unvested equity awards |
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728,917 |
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Change in fair value from the last day of the prior fiscal year to the vesting date during the fiscal year |
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484,838 |
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Value of dividends or other earnings paid on equity awards not otherwise included |
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100,525 |
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Compensation Actually Paid |
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| (2) |
For fiscal 2024, the Company’s Non-PEO NEOs were Robert L. Schrader, Efrain Rivera, Mark A. Bottini, Michael E. Gioja, and Elizabeth Roaldsen. For fiscal 2023, the Company’s Non-PEO NEOs were Efrain Rivera, Mark A. Bottini, Michael E. Gioja, and Stephanie L. Schaeffer. For fiscal 2022 and 2021, the Company’s Non-PEO NEOs were Efrain Rivera, John B. Gibson, Mark A. Bottini, and Michael E. Gioja The amounts deducted and added in calculating the average CAP for these NEOs for fiscal 2024 are as follows: |
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Summary Compensation Table Total |
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Deduction of stock awards and option awards reported in the Summary Compensation Table |
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(1,629,976 |
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Fiscal year-end value of equity awards granted during the fiscal year that remained unvested as of the last day of the fiscal year |
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1,158,174 |
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Change in fair value from the last day of the prior fiscal year to the last day of the fiscal year of unvested equity awards |
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261,135 |
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Change in fair value from the last day of the prior fiscal year to the vesting date during the fiscal year |
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274,648 |
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Value of dividends or other earnings paid on equity awards not otherwise included |
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39,784 |
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Compensation Actually Paid |
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| (3) |
The amounts shown for CAP have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect the actual compensation realized or received by our NEOs. |
| (4) |
The Peer Group TSR set forth in this table utilizes the Company’s peer group used for executive compensation benchmarking purposes which was also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K. This Peer Group was reassessed for fiscal 2024, resulting in a set of peers with a stronger business fit while median revenue and other relevant metrics remained comparable. Refer to the Compensation Discussion and Analysis section within this proxy statement for further discussion and a listing of the companies included in our Peer Group for fiscal 2024. The table below compares the cumulative TSR of both Peer Groups for fiscal 2021 through fiscal 2024. |
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Peer Group—Old |
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$153.48 |
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$121.58 |
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$120.09 |
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$128.62 |
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$100.00 |
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Peer Group—New |
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$153.68 |
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$121.82 |
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$118.53 |
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$127.00 |
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$100.00 |
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| (5) |
Operating income, net of certain items is a non-GAAP measure. Refer to “Paychex, Inc. Non-GAAP Financial Measures” in Appendix A of this proxy statement for a discussion of this non-GAAP measure and a reconciliation to the most comparable GAAP measure of operating income. |
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| Company Selected Measure Name |
Operating income, net of certain items
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| Named Executive Officers, Footnote |
For fiscal 2024, the Company’s Non-PEO NEOs were Robert L. Schrader, Efrain Rivera, Mark A. Bottini, Michael E. Gioja, and Elizabeth Roaldsen. For fiscal 2023, the Company’s Non-PEO NEOs were Efrain Rivera, Mark A. Bottini, Michael E. Gioja, and Stephanie L. Schaeffer. For fiscal 2022 and 2021, the Company’s Non-PEO NEOs were Efrain Rivera, John B. Gibson, Mark A. Bottini, and Michael E. Gioja
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| Peer Group Issuers, Footnote |
| (4) |
The Peer Group TSR set forth in this table utilizes the Company’s peer group used for executive compensation benchmarking purposes which was also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Form 10-K. This Peer Group was reassessed for fiscal 2024, resulting in a set of peers with a stronger business fit while median revenue and other relevant metrics remained comparable. Refer to the Compensation Discussion and Analysis section within this proxy statement for further discussion and a listing of the companies included in our Peer Group for fiscal 2024. The table below compares the cumulative TSR of both Peer Groups for fiscal 2021 through fiscal 2024. |
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Peer Group—Old |
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$153.48 |
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$121.58 |
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$120.09 |
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$128.62 |
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$100.00 |
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Peer Group—New |
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$153.68 |
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$121.82 |
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$118.53 |
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$127.00 |
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$100.00 |
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| Adjustment To PEO Compensation, Footnote |
| (1) |
John B. Gibson was our PEO in fiscal 2024 and during fiscal 2023 following October 13, 2022. Martin Mucci was our PEO during fiscal 2023 through October 13, 2022, and in fiscal 2022 and 2021. The amounts deducted and added in calculating Compensation Actually Paid (“CAP”) for Mr. Gibson for fiscal 2024 are as follows: |
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Summary Compensation Table Total |
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Deduction of stock awards and option awards reported in the Summary Compensation Table |
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(5,749,962 |
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Fiscal year-end value of equity awards granted during the fiscal year that remained unvested as of the last day of the fiscal year |
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5,363,389 |
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Change in fair value from the last day of the prior fiscal year to the last day of the fiscal year of unvested equity awards |
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728,917 |
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Change in fair value from the last day of the prior fiscal year to the vesting date during the fiscal year |
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484,838 |
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Value of dividends or other earnings paid on equity awards not otherwise included |
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100,525 |
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Compensation Actually Paid |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,498,637
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$ 2,691,157
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$ 3,257,026
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$ 2,605,572
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,602,402
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1,782,985
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5,846,642
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4,992,766
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (2) |
For fiscal 2024, the Company’s Non-PEO NEOs were Robert L. Schrader, Efrain Rivera, Mark A. Bottini, Michael E. Gioja, and Elizabeth Roaldsen. For fiscal 2023, the Company’s Non-PEO NEOs were Efrain Rivera, Mark A. Bottini, Michael E. Gioja, and Stephanie L. Schaeffer. For fiscal 2022 and 2021, the Company’s Non-PEO NEOs were Efrain Rivera, John B. Gibson, Mark A. Bottini, and Michael E. Gioja The amounts deducted and added in calculating the average CAP for these NEOs for fiscal 2024 are as follows: |
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Summary Compensation Table Total |
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Deduction of stock awards and option awards reported in the Summary Compensation Table |
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(1,629,976 |
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Fiscal year-end value of equity awards granted during the fiscal year that remained unvested as of the last day of the fiscal year |
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1,158,174 |
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Change in fair value from the last day of the prior fiscal year to the last day of the fiscal year of unvested equity awards |
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261,135 |
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Change in fair value from the last day of the prior fiscal year to the vesting date during the fiscal year |
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274,648 |
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Value of dividends or other earnings paid on equity awards not otherwise included |
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39,784 |
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Compensation Actually Paid |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
The following list presents the financial performance measures that the Company considers to have been the most important in linking CAP to our PEOs and Non-PEO NEOs for fiscal 2024 to Company performance. The measures listed below are not ranked.
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Annualized new business revenue (1) |
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Operating income, net of certain items (2) |
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| Total Shareholder Return Amount |
$ 185.79
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157.41
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180.7
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144.16
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| Peer Group Total Shareholder Return Amount |
153.68
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121.82
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118.53
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127
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| Net Income (Loss) |
$ 1,690,000,000
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$ 1,557,000,000
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$ 1,393,000,000
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$ 1,098,000,000
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| Company Selected Measure Amount |
2,054,000,000
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1,933,000,000
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1,782,000,000
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1,434,000,000
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Annualized new business revenue
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Operating income, net of certain items
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| Non-GAAP Measure Description |
Operating income, net of certain items is a non-GAAP measure. Refer to “Paychex, Inc. Non-GAAP Financial Measures” in Appendix A of this proxy statement for a discussion of this non-GAAP measure and a reconciliation to the most comparable GAAP measure of operating income.
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Service revenue
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| Martin Mucci [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
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$ 14,442,172
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$ 11,025,026
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$ 9,627,247
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| PEO Actually Paid Compensation Amount |
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$ (3,614,572)
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$ 23,305,787
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$ 21,142,733
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| PEO Name |
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Martin Mucci
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| John B. Gibson [Member] |
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| Pay vs Performance Disclosure |
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| PEO Total Compensation Amount |
$ 7,534,855
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$ 6,680,180
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| PEO Actually Paid Compensation Amount |
$ 8,462,562
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$ 5,660,044
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| PEO Name |
John B. Gibson
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| PEO | John B. Gibson [Member] | Stock Awards And Option Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (5,749,962)
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| PEO | John B. Gibson [Member] | Fiscal Year End Value Of Equity Awards Granted During The Fiscal Year That Remained Unvested As Of The Last Day Of The Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
5,363,389
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| PEO | John B. Gibson [Member] | Change In Fair Value From The Last Day Of The Prior Fiscal Year To The Last Day Of The Fiscal Year Of Unvested Equity Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
728,917
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| PEO | John B. Gibson [Member] | Change In Fair Value From The Last Day Of The Prior Fiscal Year To The Vesting Date During The Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
484,838
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| PEO | John B. Gibson [Member] | Value Of Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Included [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
100,525
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| Non-PEO NEO | Stock Awards And Option Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(1,629,976)
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| Non-PEO NEO | Fiscal Year End Value Of Equity Awards Granted During The Fiscal Year That Remained Unvested As Of The Last Day Of The Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,158,174
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| Non-PEO NEO | Change In Fair Value From The Last Day Of The Prior Fiscal Year To The Last Day Of The Fiscal Year Of Unvested Equity Awards [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
261,135
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| Non-PEO NEO | Change In Fair Value From The Last Day Of The Prior Fiscal Year To The Vesting Date During The Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
274,648
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| Non-PEO NEO | Value Of Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Included [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 39,784
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