Craig A. Conway was appointed to the Paylocity Holding Corporation Board of Directors with immediate effect. Mr. Conway will join the Board to fill the vacancy that resulted from the appointment, which expanded the Board’s size from 10 to 11 directors. The committee assignments for Mr. Conway have not yet been decided by the Board.
The Board has concluded that Mr. Conway satisfies the appropriate director independence standards set forth by the Securities and Exchange Commission and the NASDAQ Stock Market.
There are no agreements or understandings between Mr. Conway and the Company that would necessitate disclosure under Item 404(a) of Regulation S-K issued under the Securities Act of 1933, as amended (the “Securities Act”), nor was Mr. Conway chosen to be a director in accordance with any such agreements or understandings.
Mr. Conway will take part in the standard compensation package provided to the Company’s non-employee directors in connection with his appointment to the Board. This package is outlined under the heading “Compensation of Directors” in the Company’s definitive proxy statement for the 2024 Annual Meeting of Stockholders, which was filed with the SEC on October 20, 2023. Furthermore, the Company plans to engage with Mr. Conway under its customary indemnity arrangement for non-employees.
