PAYC Paycom Software Inc

Letter from our Chief Executive Officer

Dear Fellow Stockholders,

We built significant momentum in 2024 thanks to focused execution, organic sales growth and operational efficiency gains. We remain focused on providing world-class service to our clients, solidifying client ROI achievement and deepening our automation capabilities through product innovation. I’m very pleased with how these client-focused initiatives are resonating across our client base. Demand for automation and our single-software solution remains high as we continue to transform the employee experience.

2024 Highlights

Our performance strengthened throughout 2024 as we diligently executed our plan. As a result, Paycom delivered strong financial results in 2024. Revenue increased to $1.88 billion, representing 11% year-over-year organic growth. Our GAAP net income was $502 million, representing 27% of total revenue, while our adjusted EBITDA increased to $775 million, representing a full-year margin of 41.2%. We also returned more value to stockholders, buying back over $144 million in stock and paying more than $84 million in dividends during the year.

Most Automated Solution

Our software vision is that people shouldn’t do tasks that systems can safely automate. In 2024, we greatly increased our development productivity rates and expanded our software’s capabilities as the most automated solution in the industry. We are rapidly moving toward automation across our full solution, which will drive even more ROI for our clients. Beti^® and GONE^® are our two most impactful examples of revolutionary automation that are garnering recognition, as both solutions have received the HR Product of the Year award from HR Executive Magazine. They exemplify how we are delivering a fundamentally differentiated value proposition for our clients, reducing complexity and ultimately providing a better employee experience. Automation is also benefiting our differentiated, high-touch client service model, which gives every client a single point of immediate contact. Internal efficiencies through automation resulted in improved response rates to clients in 2024 while reducing service tickets by 25% compared to last year. We will continue to advance our automation capabilities across our entire solution in 2025 and beyond.

Strong Culture

We’re proud of our nationally-recognized workforce that fuels our ability to deliver on our mission to help clients win. Paycom was recognized as one of America’s Best Employers for Tech Workers by Forbes and one of the World’s Best Companies by Time. We remain devoted to a culture of belonging, supporting employees of all backgrounds and experiences to reach their highest potential. Our commitment to our team members resulted in Newsweek naming Paycom to its list of America’s Greatest Workplaces for Diversity.

Looking Ahead

The momentum we created in 2024 is setting us up well for 2025 and beyond. We have an organic growth model that produces high-quality revenue and profits. We have the product vision to lead our industry, and we have the talent who delivers on our promises to clients every day. Client satisfaction continues to be our priority, and our employees are committed to ensuring our clients experience the maximum return on their Paycom investment.

Thank you for your investment in Paycom as we fulfil our purpose: to create technology that simplifies life for employees.

Sincerely,

Letter from our Lead Independent Director

Dear Fellow Stockholders,

On behalf of the Board, thank you for your commitment to Paycom. I am pleased to share with you our achievements and strategic direction as we reflect on a year of significant progress and look forward to the opportunities that lie ahead. As the Lead Independent Director, I am proud to represent a Board that is deeply committed to fostering innovation, driving sustainable growth, and ensuring that Paycom remains a leader in our industry.

Investing in Automation

Automation is reshaping how businesses operate, and Paycom is at the forefront of this transformation. Throughout 2024, the Board kept a keen eye on evolving technology market trends, ensuring that we invested in capabilities to position Paycom for long-term growth and deliver the best service to our customers. We are continuing to invest in automating our solution and leveraging responsible AI to further those efforts.

The Board is actively engaged in overseeing these efforts, receiving quarterly updates from our management team on our automation initiatives. This regular cadence ensures that we are harnessing automation to drive innovation while upholding our commitment to ethical and responsible technology use. We believe our focus on automation will drive sustainable value creation for our stockholders.

Governance and Leadership Updates

The Board is committed to ongoing refreshment to ensure we have the right expertise to guide Paycom’s future. Over the past year, we welcomed two new directors: Joseph L. Binz, who brings extensive financial leadership experience in the technology industry; and Archana Vemulapalli, who contributes deep expertise in technology, product strategy and oversight. Their insights enhance our ability to navigate the complexities of the payroll and HCM landscape and drive innovation.

Stockholder engagement remains a cornerstone of our oversight process. We maintain a robust stockholder outreach program, led by our independent Board members, to stay connected with your perspectives and priorities. This dialogue is essential in shaping our strategy and ensuring that we continue to deliver value to you, our stockholders.

Looking Ahead to 2025 and Beyond

In 2024, we enhanced our product offerings, delivering even stronger ROI, value, and functionality to clients across the globe. These improvements, including new automation initiatives, have streamlined HR processes and empowered employees to manage their payroll and HR tasks with greater efficiency and fewer errors.

As we look to 2025, Paycom is well-positioned for continued success. Our strong sales momentum and consistent revenue retention rate in 2024 set the stage for a promising year ahead. We remain dedicated to attracting and retaining best-in-industry talent to support our business and innovation efforts, ensuring that Paycom continues to lead the payroll and HCM space. The Board fully supports our management team, whose fresh perspectives have unlocked growth opportunities and reinforced our commitment to driving strong client retention and long-term stockholder value.

On behalf of the entire Board, I thank you for your continued support and confidence in Paycom. We are excited about the future and look forward to sharing our progress with you in the year ahead.

Sincerely,

		FREDERICK C. PETERS II Lead Independent Director

Stockholders will also transact such other business that may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

YOUR VOTE IS IMPORTANT. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. For more information about voting, please refer to “Appendix B – Questions and Answers”.

Chad Richison

Chief Executive Officer, President and

Chairman of the Board of Directors

Oklahoma City, Oklahoma

April 3, 2025

Table of Contents

PROXY STATEMENT

for

the Annual Meeting of Stockholders

to be held on May 5, 2025

The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of Paycom Software, Inc., a Delaware corporation, to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 5, 2025, at the time and place and for the purposes set forth in the accompanying Notice of 2025 Annual Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Annual Meeting. This proxy statement and accompanying form of proxy are dated April 3, 2025 and are expected to be first sent or given to stockholders on or about April 4, 2025.

Our principal executive offices are located at, and our mailing address is, 7501 W. Memorial Road, Oklahoma City, Oklahoma 73142.

Voting Roadmap

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2024 Highlights

Company Overview

We are a leading provider of a comprehensive, cloud-based human capital management (“HCM”) solution delivered as Software-as-a-Service (“SaaS”). We provide functionality and data analytics that businesses need to manage the complete employment lifecycle, from recruitment to retirement. Our solution requires virtually no customization and is based on a core system of record maintained in a single database for all HCM functions, including payroll, talent acquisition, talent management, human resources (“HR”) management and time and labor management applications. Our user-friendly software allows for easy adoption of our solution by employees, enabling self-management of their HCM activities in the cloud, which reduces the administrative burden on employers and increases employee productivity. Looking ahead, we remain confident that we have the right leadership team and plan in place to create stockholder value through our expanding customer base, topline growth and strong profitability margins.

The Paycom Offering – All in a Single Software

2024 Company Highlights

2024 Performance Highlights

*Adjusted EBITDA margin and adjusted EBITDA are non-GAAP financial measures. See Appendix A for more information.

2025 Growth Strategy

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Board Highlights

The following table provides information about each director currently serving on our Board of Directors, including the director nominees.

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Committed to Robust Governance Practices

Paycom is committed to strong corporate governance, which we believe is key to the success of our business and to advancing stockholder interests. Highlights include the following:

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Directors and Corporate Governance

Paycom’s business and affairs are managed under the direction of our Board of Directors, which currently consists of eight directors. Pursuant to our Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, our Board of Directors is divided into three classes, with the members of the classes serving three-year terms that expire in successive years. The Board of Directors maintains a classified structure in order to foster long-term focus, stability and continuity and protect stockholder value. See “—Board Structure” for additional information. The terms of office of the current members of our Board of Directors are divided as follows:

The Board of Directors has nominated Henry C. Duques and Chad Richison for election as Class III directors (each, a “Director Nominee” and together, the “Director Nominees”), each to serve for a term expiring on the date of the annual meeting of stockholders to be held in 2028 and until his successor has been duly elected and qualified or his earlier death, resignation or removal. Each Director Nominee currently serves on our Board of Directors.

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Director Skills, Experience and Background

The biographies of the Director Nominees are as follows:

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The biographies of the continuing directors are as follows:

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Board refreshment is key to ensure our Board composition reflects the optimal blend of experience and skills to conduct oversight over the Company’s strategic objectives. The Board strives to maintain a balance of tenured directors, who bring valuable experience and institutional knowledge, as well as newer directors, who bring fresh perspectives and skills.

Board Structure

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The Board of Directors is divided into three classes, with each class serving a three-year term. The Nominating and Corporate Governance Committee regularly reviews this board structure and has determined that maintaining the classified Board of Directors continues to be in the best interests of the Company and our stockholders. We believe the three-year term encourages our directors to make decisions in the long-term interests of the Company and our stockholders by strengthening the independence of non-employee directors against the short-term focus of certain investors or special interest groups. The Company’s classified board structure also creates stability and continuity on the Board of Directors and ensures that, at any given time, the Board of Directors includes experienced directors who are familiar with our business, strategic goals, history and culture. At the same time, the Board of Directors understands the value and importance of new perspectives, and has acted thoughtfully and intentionally to add three new directors over the past three years. We believe our current three-year terms are tailored to enable our existing and future directors to develop substantive knowledge about our specific operations and goals, which better positions them to make long-term strategic decisions that are in the best interest of our stockholders. Furthermore, the Company’s classified board reduces the vulnerability of the Company to certain potentially abusive takeover tactics. Because only one-third of the directors are elected at any annual meeting of stockholders, it is impossible to elect an entire new Board of Directors or even a majority of the Board of Directors at a single meeting. Incumbent directors always represent a majority of the Board of Directors and are in a position to negotiate with activists or potential acquirers while protecting the interests of all stockholders.

Board of Directors Independence

Our Board of Directors relies on the criteria set forth in the New York Stock Exchange (“NYSE”) Listed Company Manual for purposes of evaluating the independence of directors and, based on such criteria, has affirmatively determined that each of Mses. Turney, Vemulapalli and Williams and each of Messrs. Binz, Duques, Peters and Watts qualifies as “independent.” In making such determinations, the Board of Directors considered transactions and relationships between each non-employee director and the Company, if any, that would require disclosure pursuant to Item 404 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). The Board of Directors also considered other transactions or relationships that do not rise to the level of requiring disclosure, including transactions and relationships (i) between the Company and entities affiliated with certain directors, as a result of such entities’ purchase (at standard rates) and ongoing use of the Company’s HCM and payroll software, (ii) between the Company and a director’s immediate family member who was previously employed by the Company as an administrative assistant and (iii) between the Company and an entity for which a member of the Board of Directors serves as an executive officer, as a result of the Company’s purchase (at standard rates) and ongoing use of such entity’s software. There are no family relationships between any of our directors or executive officers. There are no arrangements or understandings between any director and any other person pursuant to which he or she was selected as a director.

Board of Directors Meetings

During the fiscal year ended December 31, 2024, the Board of Directors held five meetings. Each director attended at least 93% of the aggregate number of meetings held by the Board and the committees of the Board during the period such director served on the Board of Directors or committee(s), if applicable, in 2024. Each then-serving member of the Board of Directors attended the annual meeting of stockholders in 2024. The Board of Directors does not have a policy requiring director attendance at annual meetings of stockholders.

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Director Time Commitments and Overboarding

Our Philosophy

Our Board of Directors expects every director to have sufficient time to prepare for and attend Board of Directors and committee meetings. The Board of Directors values the experience directors bring from other boards on which they serve but recognizes that those boards may also present demands on a director’s time and availability. The Board of Directors believes that service on boards of other public companies should be limited to a number that permits the director, given his or her individual circumstances, to responsibly perform all director duties. Nonetheless, the Board of Directors recognizes that an evaluation of a director’s other board commitments must take into consideration a number of important factors, including the size and complexity of the other boards on which a director sits, specific expertise or experiences needed to help ensure continuity due to refreshment or director transitions, and observations of the director’s capacity to manage his or her commitments. The Nominating and Corporate Governance Committee and the Board of Directors are committed to conducting a thoughtful process, as further described below, in which they perform proper due diligence and exercise appropriate discretion.

Our Process

Under the Company’s Corporate Governance Guidelines, directors should not serve on more than four publicly traded company boards (including the Company’s Board of Directors). Further, if a director actively serves as an executive officer (other than on an interim basis) of a publicly traded company, that director should not serve on more than two public company boards (including the Company’s Board of Directors). In addition, if a director serves on our Audit Committee, that director should not serve on the audit committee of more than three public companies (including the Company’s Audit Committee). If a director serves on the board of a public company for which he or she also serves as an executive and, as part of such director’s executive responsibilities, he or she also serves on the board of any subsidiary or affiliate of such public company, the Nominating and Corporate Governance Committee will consider all such service as one board.

The Nominating and Corporate Governance Committee has discretion to grant exceptions to this overboarding guideline if it determines that doing so would best serve the Company and the Board of Directors’ current or future needs, or if a director’s other commitments do not impair the director’s ability to sufficiently prepare for, and actively and effectively participate in, Board of Directors and committee meetings. The Nominating and Corporate Governance Committee intends to use discretion sparingly.

In connection with its annual nomination process, the Nominating and Corporate Governance Committee considered each director’s relevant time commitments, the current and future needs of the Company and the Board of Directors, and each director’s service on the boards of other publicly traded companies. Following this review, the Nominating and Corporate Governance Committee determined that each director (including each Director Nominee) is capable of sufficiently preparing for, and actively and effectively participating in, Board of Directors and committee meetings and has complied with the provisions of the Company’s Corporate Governance Guidelines.

Executive Sessions of Independent Directors

The independent directors hold executive sessions at every regularly scheduled Board meeting and every regularly scheduled Audit Committee meeting. The other committees hold executive sessions from time to time, as deemed appropriate by the applicable committee. Each executive session is chaired by the Lead Independent Director (at Board meetings) or by the committee chairperson (at committee meetings), each of whom is an independent director.

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Committees

Our Board of Directors has established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition and primary responsibilities of each committee are described below. Members serve on these committees until their resignation or death or until otherwise determined by our Board of Directors.

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Risk Oversight

Board Oversight of Cybersecurity and Automation Risks

The Board of Directors has delegated to the Audit Committee primary responsibility for overseeing enterprise risk management, including oversight of risks from cybersecurity threats. Our Chief Information Officer oversees the activities of our information technology and information security teams. Our Chief Information Officer, together with our Vice President of Information Technology and Information Security (who reports to our Chief Information Officer), is responsible for designing, implementing, and managing our information security risk management program, which includes our cybersecurity policies, practices and infrastructure. To assess whether our risks related to cybersecurity are being appropriately managed, the Audit Committee receives quarterly reports and updates from our Chief Information Officer and our Vice President of Information Technology and Information Security with respect to cybersecurity risk management. Such reports cover our information security program, including its current status, capabilities, objectives and plans; the outcomes of regular business continuity, crisis communications, and disaster recovery exercises; updates on our ongoing compliance with applicable regulations and international cybersecurity standards; participation rates in our twice annual information security and monthly phishing trainings for employees; and the evolving cybersecurity threat landscape. As we continue to invest in automating our solution, we are leveraging responsible AI in the process. The Board is actively engaged in overseeing these efforts, receiving quarterly updates from our management team on our automation initiatives. We are committed to establishing clear lines of accountability and governance structures to ensure our AI systems are developed and deployed responsibly.

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Director Nomination Procedures

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The Nominating and Corporate Governance Committee has adopted a formal policy regarding stockholder nominees. The Nominating and Corporate Governance Committee will consider nomination recommendations submitted by stockholders entitled to vote generally in the election of directors. The Nominating and Corporate Governance Committee has not established a minimum number of shares of Common Stock a stockholder must own or required length of ownership to recommend a director candidate, but the committee will take into account the size and duration of a recommending stockholder’s ownership interest, as well as whether the stockholder intends to maintain its ownership interest in Paycom. The Nominating and Corporate Governance Committee will consider only recommendations of nominees who satisfy its minimum candidate qualifications, including that a director must represent the interests of all stockholders and not just one particular stockholder group or other constituency. The Nominating and Corporate Governance Committee will consider only recommendations submitted in compliance with our Amended and Restated Bylaws and any other procedural requirements disclosed in this proxy statement.

Director Qualifications

Our Nominating and Corporate Governance Committee is responsible for, among other things, assisting our Board of Directors in identifying qualified director nominees and recommending nominees to stand for election at each annual meeting of stockholders. The Nominating and Corporate Governance Committee’s goal is to assemble a board with a wide range of relevant experience, skills and perspectives. The Nominating and Corporate Governance Committee has adopted a set of criteria and standards for assessing the necessary skills and characteristics of director candidates (the “Director Qualification Standards”). In accordance with the Director Qualification Standards, the Nominating and Corporate Governance Committee will select director candidates on the basis of recognized achievements, knowledge, experience and other factors as deemed appropriate, including but not limited to a candidate’s (i) ability to bring sound and informed business judgment to the deliberations of the Board of Directors, (ii) character, integrity and loyalty to the Company, (iii) independence, (iv) ability to bring diverse points of view to bear on discussions, (v) representation of a mix of backgrounds, diversity of race/ethnicity, gender, age, skills and professional experiences that enhance the quality of the deliberations and decisions of our Board of Directors, in the context of the perceived needs of the structure of our Board of Directors at that point in time, (vi) financial knowledge and experience and (vii) understanding of marketing, technology, law, the impact of government regulations or other specific areas or disciplines. In connection with the adoption of the Director Qualification Standards, the Nominating and Corporate Governance Committee expressly reserved the right to deviate from and/or modify the Director Qualification Standards from time to time in its reasonable discretion.

The Nominating and Corporate Governance Committee believes that it is important that directors represent diverse viewpoints and individual perspectives. The Board of Directors and the Nominating and Corporate Governance Committee aim to identify a diverse group of candidates and believe that no single criterion such as gender or minority status is determinative in attaining diversity on the Board of Directors.

Annual Board and Director Self-Assessment Process

Each director completes an annual self-assessment of the Board of Directors and each committee, in each case to evaluate its effectiveness in fulfilling its responsibilities and to provide an opportunity for directors to provide feedback on potential improvements to processes and practices. The Nominating and Corporate Governance Committee leads the assessment process and analyzes the results. Topics directors are asked to provide feedback on include:

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Director Compensation

Overview and Philosophy

The Board of Directors believes that each director who is not employed by us (each, a “non-employee director”) should be compensated through a mix of cash and equity-based compensation, which is awarded in the form of restricted stock. The Compensation Committee, consisting entirely of independent directors, has primary responsibility for reviewing and considering any revisions to director compensation. Periodically, the Compensation Committee has reviewed director compensation with assistance from its independent compensation consultant, including conducting benchmarking against the Company’s peer group to help assess the appropriateness and competitiveness of our non-employee director compensation program. The Board of Directors reviews the Compensation Committee’s recommendations, discussing those recommendations among themselves, and determines the amount of director compensation. Historically, our philosophy is to align target total non-employee director compensation, including cash and equity, to be in a competitive range of our peer group.

Director Compensation in 2024

In 2024, the compensation package for non-employee directors consisted of (i) annual compensation for service as a director and as a member or chairperson of any committee(s), payable in cash in four quarterly installments (the “Director Cash Compensation”), and (ii) an award under the Paycom Software, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) of time-based restricted stock (“RSAs”) with an aggregate fair market value of $235,000 (based on the closing price of the Common Stock on the date of grant, but rounded down to the nearest whole share to avoid the issuance of fractional shares) (the “Director Equity Compensation”). All directors are also entitled to reimbursement for their reasonable out-of-pocket expenditures incurred in connection with their service. The Director Cash Compensation is summarized below.

With respect to Director Equity Compensation, the RSAs were granted on the date of the 2024 annual meeting of stockholders and are scheduled to cliff-vest on the seventh (7^th) day following the first (1^st) anniversary of the 2024 annual meeting, provided that the non-employee director is providing services to the Company through the applicable vesting date. Any unvested Director Equity Compensation will be forfeited in the event that the non-employee director’s service to the Company terminates prior to the vesting date, unless (i) such director resigns concurrently with the annual meeting of stockholders immediately prior to the scheduled vesting date, (ii) such annual meeting is held not more than thirty (30) days prior to the scheduled vesting date and (iii) the resigning director continues to serve on the Board of Directors through the date of such annual meeting.

In the event that a new non-employee director is appointed to the Board of Directors other than at an annual meeting of stockholders (a “Mid-Term Director”), such Mid-Term Director is entitled to receive (i) the Director Cash Compensation beginning on the first quarterly payment date following his or her appointment and (ii) a partial award of the Director Equity Compensation on the date of his or her appointment, with the aggregate fair market value of such award to be determined based on the timing of such Mid-Term Director’s appointment in relation to the quarterly payment dates for the Director Cash Compensation.

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The table below provides information regarding compensation paid to each non-employee director during 2024. Because Mr. Richison is an employee of the Company, he did not receive additional compensation for his service as a director in 2024 (including for his service as Chairman of the Board of Directors). See “Compensation of Executive Officers—Summary Compensation Table” for additional information regarding the compensation paid to Mr. Richison during 2024. Mr. Levenson retired from the Board of Directors and committees on which he served effective September 17, 2024. None of our executive officers had a role in determining or recommending the amount or form of non-employee director compensation, other than Mr. Richison in his capacity as a member of the Board of Directors.

Director Stock Ownership Guidelines

To further align their interests with the long-term interests of stockholders and to promote the Company’s commitment to sound corporate governance, the Board of Directors has established minimum stock ownership guidelines for the non-employee directors. Under these guidelines, each non-employee director is required to own shares of Common Stock (including unvested RSAs) with a value equal to five times the amount of annual cash compensation payable to each non-employee director for the then-current year, exclusive of any fees payable for service as Lead Independent Director, chairperson of a committee or service on a committee. Non-employee directors who were serving on the Board of Directors as of September 25, 2021 are required to achieve compliance with these guidelines by September 25, 2026. Non-employee directors elected or appointed since September 25, 2021 and future non-employee directors are required to achieve compliance with these guidelines within five years of becoming a director. Each director’s ownership level was initially calculated as of May 15, 2023 (or if a director was elected or

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appointed after May 15, 2023, as of the date of his or her election or employment). If the director does not meet the required compliance level as of such measurement date, the director’s ownership level is re-calculated annually on the date of each annual meeting until the compliance level is attained. Once a director achieves the required guidance level, no further recalculation is required unless the annual cash retainer changes. As of March 12, 2025, each non-employee director has met (or is expected to meet within the applicable period) the requirements of the stock ownership guidelines. A copy of the stock ownership guidelines is available on our website at investors.paycom.com/corporate-governance.

Stockholder Engagement

We maintain an ongoing dialogue with our stockholders. Throughout the year, members of our investor relations team and management engage with our stockholders to provide updates on our business and solicit perspectives on matters that are important to them. Stockholder perspectives are shared with, and considered by, the Board of Directors and relevant committees to inform our policies, decisions and strategy, as appropriate. For more information regarding stockholder engagement on executive compensation matters, see “Compensation Discussion and Analysis—Say-on-Pay and Stockholder Engagement.”

Key Topics Discussed

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Commitment to Social Responsibility and Environmental Sustainability

Board and Management Oversight

Our Board of Directors actively oversees our social responsibility and environmental sustainability strategy, and our management team is responsible for developing and implementing related initiatives. The Board has delegated oversight of social and environmental policies, practices, and disclosures to the Nominating and Corporate Governance Committee, while specific social responsibility and environmental sustainability topics are reviewed by other committees as needed.

Our management team is responsible for the day-to-day implementation of our corporate social responsibility initiatives and managing related risks. We have developed a Management Sustainability Steering Committee to assist the Board in understanding, managing and setting our sustainability strategy and initiatives, composed of a cross-functional group of senior leaders and leaders in our Legal, HR, IT and Accounting departments. The Management Sustainability Steering Committee is responsible for providing regular updates to the Board on our social responsibility and environmental sustainability initiatives.

Our Approach to Corporate Sustainability

At Paycom, we are driven by a commitment to innovation, service, and integrity, and we live these values through focused support for our people, our community and our world. Our most recent Corporate Social Responsibility Report was published in April 2025 and details the full scope of our corporate social responsibility efforts.

For more than 25 years, Paycom has been committed to empowering employees with direct access to their HR data, with our commitment to innovation, service, and integrity supported by our most important asset – our people. We invest in our world-class talent through our comprehensive benefits offerings, extensive professional development opportunities, including leadership training, and robust onboarding training program. From talent acquisition to talent development, we strive to create an inspired workforce of team members to better serve our clients.

Caring for our people means investing in their well-being and supporting their professional and personal development. We offer comprehensive benefits to our employees, including a range of support initiatives for new parents, on-campus fitness centers, and access to workplace well-being advisors and mental health professionals.

We strive to create a broader Company culture that is welcoming and inclusive for team members of all backgrounds. We celebrate bringing the “whole person” to work and have enacted an eight-pillar approach—financial, emotional, physical, spiritual, intellectual, occupational, social, and environmental well-being—to account for the holistic well-being of our employees. We are dedicated to creating an environment where employees can learn, grow, and perform

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at their best. We are also committed to developing confident, competent and capable leaders through coaching, hands-on learning and real-time feedback.

At Paycom, we believe in giving back to the communities where we live and work. We consistently exemplify our values “We Care” and “We Serve” through volunteering opportunities and charitable giving. We are proud to share that Paycom donated more than $3.2 million in 2024, with more than $224,000 coming from our employees. Nearly 400 organizations benefited from these donations across 37 states, through grants, employee giving and corporate sponsorships.

Our operations support a clean and healthy planet while enabling high levels of efficiency. Continuing our use of 100% renewable energy credits at our owned headquarter locations—which house three of our data centers—has allowed us to keep our Scope 2 market-based carbon emissions low. We continue to expand our efforts to reduce energy usage at our data facilities, including high-efficiency power supply systems and regular system-idle reviews. In 2024, we continued to power our two corporate campuses in Oklahoma City and Grapevine with 100% wind energy through the purchase of renewable energy credits. Our recycling partner processed 22,417 lbs. of electronic assets for reuse and/or material recovery. As a result, Paycom: (i) reduced greenhouse gas emissions in the amount of an estimated 85,265 lbs.; (ii) diverted 1,758 lbs. of toxic metals; and (iii) recovered 20,658 lbs. of metals.

For more information on our social and environmental initiatives, please visit our website at investors.paycom.com and select Corporate Governance g Corporate Social Responsibility Report. The information on our website is not incorporated by reference in, and does not form a part of, this proxy statement.

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Proposal 1: Election of Directors

Our Board of Directors is divided into three classes, with the members of the classes serving three-year terms that expire in successive years. The terms of office for our Class III directors will expire at the Annual Meeting. The Board of Directors has nominated Henry C. Duques and Chad Richison for election as Class III directors, each to serve for a term expiring on the date of the annual meeting of stockholders to be held in 2028 and until his successor has been duly elected and qualified or his earlier death, resignation or removal. Each Director Nominee currently serves on our Board of Directors.

Vote Required

Pursuant to our Amended and Restated Bylaws, directors are elected by a majority of the votes cast at any meeting for the election of directors at which a quorum is present, which means that the number of shares voted “for” a nominee’s election exceeds the number of shares voted “against” such nominee’s election. Abstentions and broker non-votes are not counted as votes cast either “for” or “against” a nominee’s election. Any incumbent director who fails to receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board of Directors. The Nominating and Corporate Governance Committee would then make a recommendation to the Board of Directors about whether to accept the resignation. The Board of Directors would consider and act on the tendered resignation, taking into account the Nominating and Corporate Governance Committee’s recommendation, within 90 days following certification of the stockholder vote, and thereafter would promptly disclose its decision whether to accept the director’s tendered resignation (and, if applicable, the reasons for rejecting the resignation) in a press release. Should any Director Nominee become unable or unwilling to serve, the proxy holders may vote the proxies for the election, in his stead, of any other person the Board of Directors may nominate or designate. Each Director Nominee has consented to being named in this proxy statement and to serve if elected.

Recommendation of the Board of Directors

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Audit Committee Matters

Audit Committee Report

The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2024, which includes our consolidated balance sheets as of December 31, 2024 and December 31, 2023, and the related consolidated statements of comprehensive income, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2024, and the notes thereto. The information contained in this report shall not be deemed to be “soliciting material” or to be “filed with the SEC” or subject to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into such filing.

Review and Discussions with Management

The Audit Committee has reviewed and discussed the Company’s audited financial statements with management.

Review and Discussions with Independent Registered Public Accounting Firm

Pursuant to the terms of the Audit Committee’s charter, the Audit Committee meets at least once per fiscal quarter or more frequently as it may determine necessary. The Audit Committee has discussed with Grant Thornton LLP (“Grant Thornton”) the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The Audit Committee has also received written disclosures and the letter from Grant Thornton required by applicable requirements of the Public Company Accounting Oversight Board regarding Grant Thornton’s communications with the Audit Committee concerning independence and has discussed with Grant Thornton its independence from the Company. The Audit Committee has also reviewed and discussed the selection, application and disclosure of the critical accounting policies of the Company with Grant Thornton.

Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Members of the Audit Committee

Joseph L. Binz  | Henry C. Duques  |  Frederick C. Peters II  | Archana Vemulapalli   | Felicia Williams

Fees to Independent Registered Public Accounting Firm

The following is a summary of the fees billed to us by Grant Thornton for audit services for fiscal 2023 and 2024 as well as for audit-related, tax and other services rendered during the applicable periods (in thousands).

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Policy on Audit Committee Pre-approval of Audit and Non-audit Services Performed by Independent Registered Public Accounting Firm

The Audit Committee has determined that all services performed by Grant Thornton are compatible with maintaining the independence of Grant Thornton. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has delegated authority to its chairperson, Ms. Williams, to pre-approve any audit or non-audit services to be provided by Grant Thornton, provided that (i) the fees for such services do not exceed $250,000 in the aggregate, (ii) any matters approved by the chairperson under such delegated authority must be presented to the full Audit Committee at its next scheduled meeting and (iii) such services must be allowed to be provided by our independent registered public accounting firm under the Sarbanes-Oxley Act of 2002 (“SOX”) and SEC rules relating to auditor independence. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval process.

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Proposal 2: Ratification of the Appointment of

Our Independent Registered Public Accounting Firm

The Audit Committee has selected Grant Thornton as our independent registered public accounting firm to conduct an integrated audit of our consolidated financial statements and internal control over financial reporting for the year ending December 31, 2025.

Grant Thornton served as our independent registered public accounting firm for 2024 and has served as our independent registered public accounting firm since 2009.

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee annually reviews Grant Thornton’s independence and performance in deciding whether to retain Grant Thornton as the Company’s independent registered public accounting firm. As part of this determination, the Audit Committee considers multiple factors, including depth of institutional and industry knowledge, quality of services, demonstrated objectivity, appropriateness of fee structure and potential for business disruption.

The Audit Committee also considered the Company’s auditor independence controls, including the Audit Committee’s pre-approval policy of all audit and non-audit services by Grant Thornton, the Audit Committee’s regular meetings with Grant Thornton in executive session, and Grant Thornton’s own independence assessment process.

Although ratification is not required by our Amended and Restated Bylaws or otherwise, the Board is submitting the selection of Grant Thornton to our stockholders for ratification as a matter of good corporate practice and because we value our stockholders’ views on the Company’s independent registered public accounting firm.

In the event our stockholders fail to ratify the selection of Grant Thornton, it will be considered a recommendation to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection of Grant Thornton is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Arrangements have been made for a representative of Grant Thornton to attend the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so, and he or she will be available to respond to appropriate stockholder questions.

Vote Required

The approval of this proposal requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the same effect as votes “against” this proposal.

Recommendation of the Board of Directors

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Management

Each executive officer is appointed by the Board of Directors to serve until his or her successor is appointed, or until his or her earlier death, resignation or removal.

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A Message from Our Compensation Committee

Dear Fellow Stockholders,

Paycom has executed on another year of world-class service to deliver strong ROI for our clients. The executive team’s focus on deepening investments in automation and bolstering our go-to-market approach are positioning Paycom to continue delivering differentiated, best-in-class HCM solutions and stockholder value creation.

Since early 2024, we promoted and welcomed several leaders to the executive team. Amy Vickroy Walker was promoted to Executive Vice President of Sales in April 2024, and is guiding our sales organization while prioritizing client success. Randy Peck was promoted to Chief Operating Officer in May 2024 to leverage his deep expertise of Paycom’s operations and product management. Following Craig Boelte’s retirement in February 2025, we welcomed Robert Foster as our new Chief Financial Officer to advance our growth strategy with his expertise of long-term financial strategy planning, accounting and investor relations. We remain confident in our deep bench of talented leaders as they carry forward Paycom’s strong momentum to execute on our vision for the future.

Following the 2024 say-on-pay vote, we continued our dialogue with our stockholders to better understand their perspectives on our executive compensation program. Consistent with stockholder feedback, average 2024 total reported compensation for non-CEO NEOs decreased 70% compared to 2023 total reported compensation levels, and 50% of the equity incentive opportunities for continuing non-CEO NEOs were delivered in the form of performance-based restricted stock units (“PSUs”) to foster a stronger alignment with our financial performance and stockholder experience.

As we have done every year since 2021, we limited Mr. Richison’s 2024 target compensation to base salary and annual cash bonus. In early 2025, the Compensation Committee reassessed our compensation program for Mr. Richison, taking into account, among other factors, the forfeiture of the 2020 CEO Performance Award, and approved a 2025 CEO compensation program that we believe is market-aligned and reflects preferences of our stockholders.

The Board will continue its regular practice of engaging with stockholders throughout the year to ensure our approach to compensation, as well as other critical governance and strategic initiatives, appropriately reflects investor preferences.

On behalf of the full Board, we thank you for your continued support of and investment in Paycom, and respectfully request your support for this year’s executive compensation proposal.

Sincerely,

J.C. Watts, Jr., Chairperson

Frederick C. Peters II

Sharen Jester Turney

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy, policies and practices and details the compensation paid to the following executive officers, collectively referred to as our named executive officers (“NEOs”):

For purposes of this Compensation Discussion and Analysis, references to the “Committee” mean the Compensation Committee.

Executive Summary

Our Company

We are a leading provider of a comprehensive, cloud-based HCM solution delivered as SaaS. We provide functionality and data analytics that businesses need to manage the complete employment lifecycle, from recruitment to retirement. Our solution requires virtually no customization and is based on a core system of record maintained in a single database for all HCM functions, including payroll, talent acquisition, talent management and HR management and time and labor management applications. Our user-friendly software allows for easy adoption of our solution by employees, enabling self-management of their HCM activities in the cloud, which reduces the administrative burden on employers and increases employee productivity.

2024 Financial Performance Highlights

Paycom’s financial results for 2024 demonstrated strong momentum, driven by focused execution, organic sales growth and operational efficiency.

*Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. See Appendix A for more information.

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Paying for Performance

We remain committed to a pay-for-performance compensation program that is competitive to attract best-in-industry talent, motivates executives to deliver stretch performance results and rewards individual contributions that drive our ability to deliver sustained stockholder value.

Mr. Richison’s 2024 target compensation was again limited to base salary and annual cash bonus, consistent with prior years since 2021 and significantly below market benchmarks for comparable roles. Additionally, his 2020 CEO Performance Award (as defined below) was forfeited in full in 2024, with no portion of the award realized.

Average 2024 total reported compensation for non-CEO NEOs decreased 70% compared to 2023 total reported compensation levels. Equity compensation for continuing non-CEO NEOs in 2024 reflected an equal split between performance- and service-based awards, whereas 2023 equity compensation reflected a one-time action the Committee deemed essential to promote continuity of our leadership team, increase the retentive value of outstanding awards amid a highly competitive talent market environment in the SaaS industry, foster alignment with our stockholders and focus executives on our strategic priorities during a period of several executive leadership team transitions.

2024 incentive plan payouts aligned with performance, reflecting robust annual revenue growth on a one-year basis and forfeiture of 2022 PSUs associated with three-year total stockholder return (“TSR”) performance, consistent with our stockholder experience. This marked the second consecutive year of full forfeiture of three-year PSUs.

The Committee maintained a consistent compensation structure for 2025. In February 2025, the Committee approved 2025 target equity incentive opportunities for our current executive officers, which generally reflect an equal split of performance- and time-based equity awards. The table below sets forth the components of 2025 total target compensation for each current executive officer.

Say-On-Pay and Stockholder Engagement

2024 Stockholder Outreach

In response to our 2024 say-on-pay proposal, which received majority support of votes cast, the Committee and the Board of Directors conducted an extensive outreach effort to understand our stockholders’ perspectives on our compensation and governance programs and to ensure appropriate responsiveness to stockholder feedback.

Throughout 2024, we contacted 21 of our then largest stockholders, representing approximately 62% of shares of Common Stock held by institutional investors. In total we held 12 stewardship-focused meetings with nine of our largest stockholders, representing approximately 46% of shares of Common Stock held by institutions, with at least two independent directors participating in each of these discussions.

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Paycom Engagement Team

Our stockholders had diverse views on our executive compensation program, with common themes of feedback summarized below. Overall, stockholders appreciated the Committee’s focus on the executive leadership team’s retention during a period of several executive transitions, expressing support for the Committee’s efforts to strengthen the executive compensation program design by increasing the percentage of the total compensation allocated to performance-based equity incentives. Stockholders reiterated their preference for a consistent and balanced approach to executive compensation that included a mix of performance-based and service-based equity awards, which we incorporated into our 2024 and 2025 compensation programs. Our stockholders also responded favorably to the forfeiture of the 2020 CEO Performance Award, which they viewed to be responsive to their feedback and encouraged the Committee to use as an opportunity to reset Mr. Richison’s compensation program to encourage and incentivize his continued contributions to our growth strategy.

The majority of those stockholders with whom we spoke and who voted against our 2024 say-on-pay proposal expressed that they did so due to concerns over certain one-time changes to our equity incentive program in 2023, including increased value of incentive opportunities for our NEOs and a greater allocation of equity incentives to time-based awards, which the Committee believes it has appropriately addressed through updates to our 2024 compensation program. The Committee remains committed to ongoing dialogue with our stockholders as we continue to evolve our compensation program, with stockholder feedback remaining a critical input into the Committee’s decision-making process.

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Compensation Philosophy

As we pursue our strategic objectives, we must continuously develop and refine our solution to stay ahead of our clients’ needs and challenges, which requires a talented and experienced management team. The Committee, with input from its independent compensation consultant, has developed an executive compensation program that we believe does not encourage excessive or inappropriate risk-taking and is designed to (i) motivate, reward and retain our leaders, (ii) support our strategic objectives, including long-term, sustainable growth and increasing stockholder value, and (iii) encourage strong financial performance on an annual and long-term basis.

The Committee has determined what it believes to be the appropriate level and mix of the various compensation components for our executive officers. The specific objectives of our executive compensation program are to:

The table below summarizes how the various components of our executive compensation program are designed to achieve these objectives.

Compensation Review and Determination

Overview

In determining the compensation for each executive officer, the Committee considered the following factors:

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Role of Compensation Committee

The Committee reviews and approves, or recommends that our Board of Directors approve, the compensation of our executive officers. Among other matters, the Committee reviews and approves corporate goals and objectives relevant to the compensation of our executive officers, evaluates the performance of these officers in light of those goals and objectives, and approves all equity awards to our executive officers.

Role of Compensation Consultant

In 2024, the Committee continued to engage Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to provide input, analysis, and advice about our compensation programs for executives and non-employee directors, including compensation philosophy and design, peer group data, competitive positioning and equity compensation practices. The Committee selected Meridian as its independent compensation consultant based on, among other things, Meridian’s reputation and substantial insight and experience with executive compensation programs in our industry. Meridian reports directly to the Committee and did not perform work for Paycom in 2024 except as directed by the Committee. After reviewing and considering the factors set out by the applicable rules and regulations of the SEC and NYSE regarding the independence of compensation advisors, the Committee determined that Meridian is independent and its work in 2024 did not raise any conflicts of interest.

Role of Chief Executive Officer

On an annual basis, we evaluate each executive officer’s performance for the prior year. In 2024, Mr. Richison evaluated each executive officer other than himself, with input from other leaders within the Company. The evaluation focused on the achievement of stated corporate and individual performance criteria and the contributions made to Paycom. This process led to a recommendation from Mr. Richison to the Committee with respect to the cash compensation of each executive officer (other than himself) as well as whether equity incentive awards should be granted.

Compensation Mix

We do not have a formal policy or target for the allocation between cash and non-cash compensation or for the allocation between short-term and long-term incentive compensation for our executive officers. Rather, the Committee relies on each Committee member’s experience and peer group and industry benchmarks provided by the Committee’s independent compensation consultant, to determine the appropriate level and mix of compensation. Ultimately, our objective is to provide our executive officers with reasonable, competitive base salaries, time-based equity incentives to support retention, and the opportunity to earn additional compensation through performance-based incentives, which are designed to encourage achievement of pre-established performance target levels.

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Timing

At least annually, the Committee reviews and evaluates each executive officer’s base salary. Based on historical practices and our performance review cycle for all employees, salary increases, if any, were typically approved in the first quarter but effective as of July 1st of a given year. Beginning in 2025, in order to better align the implementation of salary changes with other annual executive compensation determinations, the Committee intends to review, approve and implement annual executive officer salary changes, if any, in the first quarter of each year.

With respect to cash bonuses, the Annual Incentive Plan requires that the Committee set performance goals within the first 90 days of a performance period. Following the end of a performance period and our receipt of the independent auditor’s report with respect to financial statements for the applicable fiscal year, the Committee must certify the extent to which the performance goals were achieved as well as the calculation and determination of the incentive compensation to be paid to each participant under the Annual Incentive Plan.

With respect to equity compensation, the Committee determines whether and when to grant awards to executive officers based on its evaluation of the various factors discussed under “—Equity Incentive Compensation—Overview” below.

Peer Group Data

The Committee uses peer group data as a point of reference for designing our compensation programs and setting compensation levels. In October 2023, the Committee reviewed comparative executive compensation data from a group of companies identified based on the selection criteria described below. The Committee does not use peer group data as a determinative factor, but rather an external check to verify our executive compensation programs are reasonable and competitive.

In developing the primary peer group, the Committee sought to include U.S.-headquartered companies that, in the Committee’s view, are similar to the Company in terms of size, industry focus and level of operational and organizational complexity. In particular, the Committee targeted application software companies with comparable SaaS business models and business software applications. The peer group companies were also identified based on revenue and market capitalization.

Potential peer group companies were evaluated based on the trailing 12 months of data that preceded the annual peer group review. With the assistance of its independent compensation consultant, the Committee ultimately identified the primary peer group set forth below. The primary peer group includes 19 software companies with median revenues of $1.8 billion and median market capitalization of $15.0 billion. For the 2024 peer group, Coupa Software and Zendesk were removed from the group due to their respective acquisitions, and PTC and Dynatrace were added as software companies of similar size and complexity to our operations to maintain a balanced peer group composition.

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We have a limited number of direct, public company business peers with a similar growth trajectory. As we continue to grow, the Committee remains focused on providing market-competitive and stockholder-aligned compensation programs that are appropriate for the size and strategy of the business. To assist with this goal, the Committee also reviewed data from larger companies in our industry, both in terms of market capitalization and revenue, to help the Committee understand how pay design and structure, as well as quantum of pay opportunity, may change as we continue to grow. The Committee reviewed trends in compensation structure and formulation among members of these reference groups as part of its overall executive compensation evaluation.

Cash Compensation

Base Salary

We provide base salaries to our executive officers to compensate them for services rendered during the fiscal year and to recognize their experience, skills, knowledge and responsibilities. The Committee reviews and evaluates base salaries for our executive officers at least annually with input from its independent compensation consultant and our CEO (except with respect to his own compensation).

In evaluating executive officer salaries, the Committee reviews (with input from its independent compensation consultant) compensation data of named executive officers of peer group companies, as well as a general competitive external market conditions for recruiting and retaining executive talent. The Committee approved a base salary increase for each executive officer in the first quarter of 2024, with changes effective July 1, 2024. The table below provides information regarding the base salary for each of our NEOs.