SEC Form DEF 14A filed by Paycor HCM Inc.

September 26, 2024

Dear Fellow Stockholders,

We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Paycor HCM, Inc. to be held on Wednesday, October 23, 2024, at 10:00 a.m. (ET). The Annual Meeting will be conducted virtually, via live audio webcast. In keeping with Paycor’s virtual-first working environment, and in order to provide our stockholders who would otherwise not be able to attend the meeting the opportunity to do so, we believe a virtual only meeting is advisable. You will be able to attend the meeting online by visiting www.virtualshareholdermeeting.com/PYCR2024 and entering the 16-digit control number included on your proxy card or the voting instruction form you received from your bank or broker. Once you have logged in to the virtual meeting, you will be able to submit questions and vote your shares electronically during the meeting.

Further details regarding how to attend the virtual Annual Meeting and the business to be conducted at the meeting are described in the attached Notice of Annual Meeting and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares as soon as possible. Please refer to your proxy card or the voting instruction form you received for more information about how to vote your shares. Voting by proxy will ensure your representation at the Annual Meeting, regardless of whether you attend the meeting.

Sincerely,

Jason Wright

Chair of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 23, 2024

September 26, 2024

The 2024 Annual Meeting of Stockholders of Paycor HCM, Inc. (“Paycor”) will be conducted virtually, via live audio webcast at www.virtualshareholdermeeting.com/PYCR2024 on Wednesday, October 23, 2024, at 10:00 a.m. (ET) for the following purposes:

A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten (10) days prior to Wednesday, October 23, 2024, at 4811 Montgomery Road, Cincinnati, Ohio, 45212, and during the virtual meeting, on the virtual meeting platform at www.virtualshareholdermeeting.com/PYCR2024. To examine the list at our principal executive offices you must be a stockholder as of the record date for the meeting and will be required to provide a copy of your proxy card or voting instruction form bearing your unique 16-digit control number and a copy of a valid picture identification, such as a driver’s license or passport. To examine the list of stockholders, the name on the identification must match the name on the proxy card or voting instruction form.

By Order of the Board of Directors,

Alice Geene

Chief Legal Officer and Secretary

PROXY STATEMENT FOR THE

2024 ANNUAL MEETING OF STOCKHOLDERS OF

PAYCOR HCM, INC.

The Board of Directors (the “Board”) of Paycor HCM, Inc. (“Paycor,” the “Company,” “we,” “us” or “our”) is soliciting your proxy to vote at the 2024 annual meeting of stockholders to be held on Wednesday, October 23, 2024 at 10:00 a.m. (ET) via live audio webcast at www.virtualshareholdermeeting.com/PYCR2024, and any adjournments, postponements or continuations thereof (the “Annual Meeting”). This proxy statement (this “Proxy Statement”) is dated as of September 26, 2024 and is first being sent to our stockholders of record on or about September 26, 2024.

TABLE OF CONTENTS

i 2024 Proxy Statement

CORPORATE GOVERNANCE

Board Composition

Our business and affairs are managed by or under the direction of the Board. The size of the Board is currently fixed at eight directors.

The Company’s Second Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) provides that the number of directors constituting the Board may be changed only by resolution of the Board. Additionally, so long as the Apax Funds have nomination rights under the Director Nomination Agreement (each as defined and discussed below under “—Director Nomination Agreement”), the Company may not increase or decrease the number of directors constituting the Board without the prior written consent of the Apax Funds.

Our Certificate of Incorporation also provides that the Board will be divided into three classes of directors, with the classes as nearly equal in number as possible. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring. Subject to the terms of the Director Nomination Agreement and any earlier death, resignation or removal in accordance with the terms of our Certificate of Incorporation, the term of office of our Class III directors will expire at this Annual Meeting, the term of office of our Class I directors will expire at our 2025 annual meeting of stockholders, and the term of office of our Class II directors will expire at our 2026 annual meeting of stockholders.

In addition, our Certificate of Incorporation provides that directors may be removed with or without cause upon the affirmative vote of stockholders representing at least a majority of the voting power of our then outstanding shares of stock entitled to vote thereon (“Voting Stock”), voting together as a single class for so long as the Apax Funds beneficially own in the aggregate (directly or indirectly) at least 40% or more of the voting power of our then outstanding shares of Voting Stock. If the Apax Funds no longer beneficially own in the aggregate (directly or indirectly) 40% or more of the voting power of our then outstanding shares of Voting Stock, then our directors may only be removed for cause and only upon the affirmative vote of stockholders representing at least 66 2/3% of the voting power of our then outstanding shares of Voting Stock.

The following table sets forth the name, class, age (as of September 16, 2024) and term for each of our current directors:

Director Qualifications & Nominating Process

We believe that in order for the Board to effectively guide us to long-term sustainable, dependable performance, it should be comprised of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, we seek to have a Board, as a whole, that is competent in key corporate disciplines, including accounting and finance, business judgment, cybersecurity, crisis management, governance, leadership, people management, risk management, social responsibility and reputational issues, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in software and technology.

Director Qualifications. The Nominating and Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in our Corporate Governance Guidelines, which specify, among other things, that the Nominating and Governance Committee will consider criteria such as independence, diversity, age, skills, and experience,

				2024 Proxy Statement 1

in the context of the needs of the Board. The Nominating and Governance Committee also will consider a combination of factors for each director, including those nominated by its stockholders, including (a) the nominee’s ability to represent all stockholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, (f) the nominee’s ability to apply sound and independent business judgment and (g) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.

The Nominating and Governance Committee has determined that all of our director nominees meet the criteria and qualifications set forth in our Corporate Governance Guidelines and the criteria set forth above for director nominees.

In the event of one or more vacancies on the Board, the Nominating and Governance Committee will identify the desired skills and experience of the new director(s) and nominate individual(s) who it believes would strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current Board. The Nominating and Governance Committee may engage third parties to assist in the search process and to provide recommendations for candidates for director. Also, incumbent directors may be asked to recommend candidates for director. Any candidates for director would then be evaluated based on the process outlined in our Corporate Governance Guidelines, subject to the rights of the Apax Funds under the Director Nomination Agreement. The same process will be used to evaluate all candidates for director, including any candidates recommended by our stockholders. See “—Stockholder Recommendation of Director Candidates” below.

Age Limits. As it relates to age, our Corporate Governance Guidelines require that no director that has attained age 74 or older may be nominated to a new term, unless he or she is also the chief executive officer of the Company. We believe that this policy will promote director refreshment and strikes an appropriate balance between depth of experience and understanding of the Company and its operations and the need for new and fresh perspectives that younger generations will contribute to the Board.

Board Diversity. While we do not have a formal policy on diversity when considering the selection of nominees for director, we consider a combination of factors for each director, including the diverse attributes of the nominee – such as differences in background, qualifications and personal characteristics, and strive to achieve a diverse set of perspectives and experiences aligned with our company-wide diversity, equity and inclusion (“DE&I”) strategy. (See the section entitled “Social – Diversity, Equity & Inclusion” under “Environmental, Social and Governance Framework,” below, for further detail about the steps the Company has taken over the past fiscal year to advance its commitment to DE&I.)

The following table provides summary information about the current members of the Board who self-identify in the gender and demographic categories shown:

2 2024 Proxy Statement

Background and Experience of our Director Nominees and Continuing Directors

Each of our director nominees and continuing directors possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our director nominees and continuing directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and social realities of the environment in which we operate, the independence and high-performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors and management.

The table below and the director biographies under the section entitled “Proposal 1 – Election of Directors” highlight the key skills and experiences that our director nominees and continuing directors have developed through education, direct experience and oversight responsibilities. We believe these collective qualities, skills, experiences and attributes are essential to the Board’s ability to exercise its oversight function for Paycor and its stockholders and to guide us to long-term sustainable, dependable performance. If an individual is not listed as having a particular attribute, it does not signify an individual’s lack of ability to contribute in that specific area. Rather, it is intended to depict notable areas of focus.

Director/Director Nominee

Public Company Governance

X

X

X

X

X

X

X

Software Industry

X

X

X

X

X

X

X

X

Executive Management

X

X

X

X

X

X

X

X

International

X

X

X

Human Capital Management

X

X

X

X

Executive Compensation

X

X

X

X

X

Accounting/Finance

X

X

X

X

X

Marketing & Sales

X

X

X

X

X

Environmental/Sustainability

X

X

Technology/Cybersecurity

X

X

X

X

X

X

X

Mergers and Acquisitions

X

X

X

X

X

X

Director Nomination Agreement

In connection with our initial public offering (“IPO”), we entered into a director nomination agreement (the “Director Nomination Agreement”) with Pride Aggregator, L.P., our principal stockholder (“Pride Aggregator”). The Director Nomination Agreement provides certain funds advised by Apax Partners LLP (the “Apax Funds”), through their control of Pride Aggregator, the right to designate nominees for election to the Board for so long as Pride Aggregator beneficially owns at least 5% of the total number of shares of our common stock that it beneficially owned upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in the Company’s capitalization (such amount of shares, as adjusted, the “Original Amount”). Specifically, the Director Nomination Agreement provides the Apax Funds the right to designate: (i) all of the nominees for election to the Board for so long as Pride Aggregator beneficially owns at least 40% of the Original Amount; (ii) a number of directors (rounded up to the nearest whole number) equal to 40% of the total directors for so long as Pride Aggregator beneficially owns less than 40% but at least 30% of the Original Amount; (iii) a number of directors (rounded up to the nearest whole number) equal to 30% of the total directors for so long as Pride Aggregator beneficially owns less than 30% but at least 20% of the Original Amount; (iv) a number of directors (rounded up to the nearest whole number) equal to 20% of the total directors for so long as Pride Aggregator beneficially owns less than 20% but at least 10% of the Original Amount; and (v) one director for so long as Pride Aggregator beneficially owns less than 10% but at least 5% of the Original Amount. In addition, the Apax Funds are entitled to designate a successor for any of their designees whose service on the Board terminates prior to the end of any such designee’s term for any reason, regardless of Pride Aggregator’s beneficial ownership at the time of the vacancy. The Apax Funds also have the right to designate one member of each committee of the Board, subject to compliance with applicable law or listing rules, including any applicable independence requirements. Finally, the Director Nomination Agreement

				2024 Proxy Statement 3

prohibits us from increasing or decreasing the size of the Board without the prior written consent of the Apax Funds. If Pride Aggregator is dissolved, then the rights of Pride Aggregator under the Director Nomination Agreement may be assigned by the Apax Funds to one or more associated investment funds.

Stockholder Recommendation of Director Candidates

Subject to the rights of the Apax Funds under the Director Nomination Agreement, the Nominating and Governance Committee will evaluate candidates for director recommended by our stockholders using the same criteria and process outlined in our Corporate Governance Guidelines. Stockholders who wish to identify director candidates for consideration by the Nominating and Governance Committee may write to Paycor HCM, Inc., 4811 Montgomery Road, Cincinnati, Ohio 45212, Attn: Corporate Secretary, and any candidates so identified will then be forwarded to the Chair of the Nominating and Governance Committee for consideration. Stockholders may also nominate directors for election to the Board. In order to nominate a candidate for director at our 2025 annual meeting of stockholders, nominations must be submitted in writing to our Corporate Secretary at our principal executive offices, and must be received no later than the close of business on July 25, 2025 and not earlier than the close of business on June 25, 2025. All stockholder nominations must also satisfy certain other procedural requirements as specified in our Amended and Restated Bylaws (“Bylaws”).

In addition to satisfying the requirements under our Bylaws, in order to comply with Rule 14a-19 (the universal proxy rules) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must provide written notice that sets forth all of the information required by Rule 14a-19(b) under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company Secretary at our principal executive offices no later than August 25, 2025. However, if the date of our 2025 annual meeting of stockholders is changed by more than 30 days from October 23, 2025, then written notice must be provided by the later of the 60th day prior to the date of our 2025 annual meeting of stockholders and the 10th day following the day on which public announcement of the date of our 2025 annual meeting of stockholders is first made by us.

4 2024 Proxy Statement

PROPOSAL 1 – ELECTION OF DIRECTORS

Based upon the recommendation of the Nominating and Governance Committee, the Board has nominated Raul Villar, Jr. and Dru Armstrong for election at the Annual Meeting. Certain biographical information for each of the nominees is set forth in the following section. Also set forth therein is a description of the specific experience, qualifications, attributes and skills of each nominee that were considered by the Nominating and Governance Committee, in the context of the needs of the Board as a whole, in determining that these individuals were qualified to serve on the Board. Each of the two nominees has been included in the slate of nominees recommended for election by the Board pursuant to the terms of the Director Nomination Agreement. Mr. Corr has not been nominated for re-election at the Annual Meeting. The Company and the Board thank him for his past service to the Company and wish him well in his future endeavors.

If elected at the Annual Meeting, the director nominees will serve for three-year terms, expiring at our 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified, or until his or her earlier death, resignation or removal.

Proxies solicited on behalf of the Board will be voted “for” the election of each of the two director nominees, unless your proxy card is marked otherwise (if you are a registered stockholder) or you have provided a different instruction to your bank or broker (if you are a beneficial or “street name” stockholder).

Vote Required

Under our Bylaws, the election of the two director nominees at the Annual Meeting requires a plurality of the votes cast by holders of our common stock present in person or represented by proxy and entitled to vote on the election of directors. In an uncontested election of directors, this means that each director nominee will be elected if he or she receives at least one “FOR” vote. Failure to vote by proxy or to vote electronically at the virtual Annual Meeting and “WITHHOLD” votes will result in a respective nominee having fewer votes but will have no effect on the outcome of the election because a plurality of the votes cast is required for the election of the director nominee. Cumulative voting is not permitted in the election of directors.

Each nominee for director has consented to stand for election and has agreed to serve if elected. We currently have no reason to believe that any of the nominees would be unable or unwilling to serve if elected. However, if before the Annual Meeting, any nominee becomes unable to serve, or chooses not to serve, the Board may nominate another individual as a substitute. If that happens, the persons named as proxies in the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the vacancy.

The Board unanimously recommends that you vote “FOR” each of the director nominees below.

Director Nominees To Serve For Three-Year Terms Expiring at the 2027 Annual Meeting

Raul Villar, Jr.

Age 56   Director since 2021   Committees: •  None

Mr. Villar has served as our Chief Executive Officer since July 2019 and as a member of the Board since January 2021. From September 2015 to July 2019, Mr. Villar served as the Chief Executive Officer of AdvancedMD, a medical software and services company, and prior to that, he held numerous leadership roles at Automatic Data Processing Inc. (“ADP”), including President, ADP AdvancedMD, Senior Vice President, Sales – Major Accounts, and Senior Vice President, Sales – Small Business. Mr. Villar earned a Bachelor of Science from Bryant University and a Master of Business Administration from the University of Connecticut.

Skills and Qualifications: •  Mr. Villar contributes his industry expertise to the Board and offers strategic and operational insights into our business as our Chief Executive Officer.

Public Company Directorships: •  None

				2024 Proxy Statement 5

Drury (“Dru”) Armstrong

Age 43   INDEPENDENT   Committees: •  None

Ms. Armstrong has served as Chief Executive Officer of AffiniPay, LLC, a leading financial technology software provider for professionals, since July 2021, where she has implemented and executed a new strategic direction for the business, including its transformative acquisition of MyCase. Prior to joining AffiniPay, Ms. Armstrong served as Chief Executive Officer of Grace Hill, LLC, a real estate technology and software provider, from June 2016 to July 2021, and as Chief Product Officer from September 2015 to May 2016.   Ms. Armstrong received a Master of Business Administration from the University of Chicago Booth School of Business, a Juris Doctorate from the University of Chicago Law School, and a Bachelor of Arts in Economics from Columbia University.

Skills and Qualifications: •  Ms. Armstrong brings extensive experience scaling technology companies, as well as executive and strategic leadership experience, to the Board.

Public Company Directorships: •  None

Continuing Directors Whose Terms Expire in 2025

Whitney (“Whit”) Bouck

Age 58   Director since 2020   INDEPENDENT   Committees: •  Audit •  Nominating and  Governance

Ms. Bouck has served as a Managing Director for Insight Partners, a global private equity and venture capital firm, since January 2022. Ms. Bouck served as Chief Operating Officer of HelloSign, an e-signature and document workflow platform (acquired by Dropbox, Inc. in February 2019) from February 2016 to January 2022. Prior to joining HelloSign, Ms. Bouck held various senior leadership roles at Box, Inc., EMC, Sybase Inc. and Oracle Corporation. Ms. Bouck also serves on the boards of directors of Writer, Inc., Trengo B.V. and BlueOcean AI, Inc. She previously served on the boards of directors of Ekata (a Mastercard company) and the Association for Information and Image Management. Ms. Bouck earned a Bachelor of Arts from Claremont McKenna College.

Skills and Qualifications: •  Ms. Bouck has extensive technology experience.

Public Company Directorships: •  None

6 2024 Proxy Statement

Continuing Directors Whose Terms Expire in 2026

Kathleen (“Katie”) Burke

Age 43   Director since 2020   INDEPENDENT   Committees: •  Compensation  and Benefits (Chair) •  Nominating  and Governance

Ms. Burke served as the Chief People Officer at HubSpot, Inc., a customer relationship management company recognized globally for its culture, from January 2017 until April 2024. Under her leadership, HubSpot was named the #1 Best Place to Work by Glassdoor and has been recognized globally as an innovator in culture and employee engagement. Ms. Burke joined HubSpot in December 2012 and held several positions before serving as Chief People Officer, including Vice President of Culture and Experience and Director for Talent and Culture.   Ms. Burke received a Bachelor of Arts in American Studies from Bates College and a Master of Business Administration from the Massachusetts Institute of Technology Sloan School of Management.

Skills and Qualifications: •  Ms. Burke brings extensive experience in human capital management (“HCM”), as well as B2B and SaaS industry experience, to the Board.

Public Company Directorships: •  None

Steven (“Steve”) Collins

Age 59   Director since 2019   INDEPENDENT   Committees: •  Audit (Chair) •  Compensation  and Benefits

Mr. Collins retired as Executive Vice President and Chief Financial Officer of ExactTarget, Inc., a provider of digital marketing automation and analytics software and services (acquired by Salesforce in 2013), a position which he held from July 2011 to February 2014. Prior to that, from 2003 through 2011, Mr. Collins held various senior management positions at NAVTEQ Corporation, a digital mapping company, including as its Senior Vice President and Chief Financial Officer, Senior Vice President of Finance & Accounting, and Vice President of Finance. Mr. Collins earned a Bachelor of Science from Iowa State University and a Master of Business Administration from the Wharton School of the University of Pennsylvania

Skills and Qualifications: •  Mr. Collins brings extensive technology and finance experience at both private and public companies to the Board.

Current Public Company Directorships: •  nCino, Inc. (Nasdaq: NCNO) •  Sprout Social, Inc. (Nasdaq: SPT)   Past Public Company Directorships: •  Instructure Holdings, Inc. (NYSE: INST) •  MuleSoft, Inc. (NYSE: MULE) •  Shopify, Inc. (NYSE: SHOP)

8 2024 Proxy Statement

Jeremy Rishel

Age 51   Director since 2022   INDEPENDENT   Committees: •  Audit

Mr. Rishel has served as the Chief Technology Officer at SoFi Technologies, Inc. (Nasdaq: SOFI), a digital personal finance company, since June 2022, where he also serves as the Head of Engineering, Product and Design, overseeing SoFi’s technology strategy and architecture. From April 2019 to June 2022, Mr. Rishel served as the Special Vice President of Engineering and in various other roles at Splunk, a provider of cybersecurity and digital observability solutions. Prior to joining Splunk, he was the Vice President of Engineering at DoorDash, an online food ordering and delivery platform, from October 2017 to April 2018. He also served as Vice President of Engineering at Twitter, a social media company, from February 2013 to June 2017. Mr. Rishel received a Bachelor of Arts in computer science and philosophy from the Massachusetts Institute of Technology and a Master of Business Administration from MIT’s Sloan School of Management.

Skills and Qualifications: •  Mr. Rishel has extensive experience in the fintech and software-as-a-service industries. •  Mr. Rishel has technical expertise in cybersecurity.

Public Company Directorships: •  None

Independent Status

The listing rules of the Nasdaq Global Market (“NASDAQ”) require that, subject to specified exceptions, such as those described below under “—Controlled Company Status,” each member of a listed company’s audit committee, compensation committee and nominations committee be independent and that audit committee members also satisfy the heightened independence criteria set forth in Rule 10A-3 under the Exchange Act.

The Board has determined that neither Ms. Armstrong, nor any of the following directors (nor any of his or her family members) has a relationship with the Company which, in its opinion, would interfere with her or his exercise of independent judgment in carrying out the responsibilities of a director of the Company, and therefore, determined that Ms. Armstrong and each of the following directors qualifies as an independent director in accordance with NASDAQ’s listing rules: Whit Bouck, Katie Burke, Steve Collins, Jonathan Corr, Scott Miller and Jeremy Rishel. In addition, the Board has determined that each of Ms. Bouck and Messrs. Collins, Corr and Rishel met the heightened independence requirements for audit committee membership as set forth in Rule 10A-3 under the Exchange Act and the applicable listing rules of NASDAQ. In making these determinations, the Board considered the relationships (if any) that each director (and any of his or her family members) has with the Company and such other facts and circumstances that the Board deemed relevant in making a determination of independence, including beneficial ownership of our common stock.

Controlled Company Status

The Apax Funds, through their control of Pride Aggregator, own a majority of our outstanding common stock. (See “Security Ownership of Certain Beneficial Owners and Management” below.) As a result, we are a “controlled company.” Under NASDAQ listing rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with any of the following NASDAQ corporate governance rules required of newly public companies within one year of the date of listing:

From time to time, we may rely on certain of these exemptions. Although a majority of the Board is currently composed of independent directors, neither the Compensation and Benefits Committee, nor the Nominating and Governance Committee, consists entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the NASDAQ corporate governance requirements.

				2024 Proxy Statement 9

Board Meetings and Committees

For our fiscal year ended June 30, 2024 (“fiscal year 2024”), the Board held six meetings. The Board currently has three standing committees: the Audit Committee, the Compensation and Benefits Committee and the Nominating and Governance Committee. During fiscal year 2024, the Audit Committee met four times, the Compensation and Benefits Committee met four times and the Nominating and Governance Committee met three times. Directors are expected to attend the annual meetings of our stockholders and all or substantially all of the Board meetings and meetings of committees on which they serve. Each director attended at least 75% of the meetings of the Board and the Board committees on which she or he served during fiscal year 2024. Three directors attended the 2023 annual meeting of our stockholders.

The current composition, duties and responsibilities of the Audit, Compensation and Benefits, and Nominating and Governance Committees are as set forth below. In the future, the Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

Audit Committee

The Audit Committee’s responsibilities include:

10 2024 Proxy Statement

The Board has affirmatively determined that each of Ms. Bouck and Messrs. Collins, Corr and Rishel meets the definition of “independent director” for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and the applicable NASDAQ listing rules. In addition, the Board has determined that each of Messrs. Collins and Corr qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K. The written charter of the Audit Committee may be found by visiting the “Governance—Documents and Charters” section of our investor relations website at https://investors.paycor.com.

Compensation and Benefits Committee

The Compensation and Benefits Committee’s responsibilities include:

The Board has adopted a written charter for the Compensation and Benefits Committee, which may be found by visiting the “Governance—Documents and Charters” section of our investor relations website at https://investors.paycor.com.

Nominating and Governance Committee

The Nominating and Governance Committee’s responsibilities include (subject, in each case as applicable, to the rights of the Apax Funds under the Director Nomination Agreement as described under “—Director Nomination Agreement” above):

				2024 Proxy Statement 11

The Board has adopted a written charter for the Nominating and Governance Committee, which may be found by visiting the “Governance—Documents and Charters” section of our investor website at https://investors.paycor.com.

Board Leadership Structure

The Board believes that the mix of experienced independent directors, as well as the director affiliated with our controlling stockholder and our Chief Executive Officer, that currently comprise the Board, together with the structure and composition of the committees of the Board, provides strong overall oversight and strategic direction for the Company.

Chair of the Board

Our Corporate Governance Guidelines provide that the offices of Chair of the Board and Chief Executive Officer may be at times combined and at times separated, giving the Board discretion in light of prevailing circumstances. Currently, the positions of Chair of the Board and Chief Executive Officer are held by separate persons. The Board believes this current leadership structure is appropriate for the Company and its stockholders as it allows our Chief Executive Officer to devote more attention to the day-to-day leadership and performance of the Company, with the Chair’s responsibility to, among other things, provide strategic guidance to our Chief Executive Officer.

The combination or separation of these offices is a matter that is considered periodically by the Board as part of the Company’s succession planning process, based on all of the then-relevant facts and circumstances. Accordingly, the Board may make changes to our leadership structure in the future as it deems appropriate and in the best interests of the Company and its stockholders.

Our Bylaws provide that for so long as the Apax Funds beneficially own in the aggregate (directly or indirectly) at least 30% or more of our Voting Stock, the majority of the directors nominated or designated for nomination by the Apax Funds have the right to designate the Chair of the Board. Accordingly, based on the percentage of our Voting Stock beneficially owned by Pride Aggregator (see “Security Ownership of Certain Beneficial Owners and Management” below), which is controlled by the Apax Funds, the Apax Funds have the effective right to designate the Chair of the Board under our Bylaws.

Mr. Wright has served as Chair of the Board since July 2021.

Risk Oversight

The Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, improve long-term organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps

12 2024 Proxy Statement

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation and Benefits Committee who served during fiscal year 2024 is or was an officer or employee of Paycor, nor did any such member have any relationship with Paycor pursuant to which disclosure would be required under applicable SEC rules pertaining to the disclosure of transactions with related persons.

No interlocking relationships exist between the members of the Board or the Compensation and Benefits Committee and the board or compensation committee of any other company.

Communications by Stockholders with the Board

Stockholders may contact an individual director, the Board as a group, or a specified Board committee or group, including the independent directors as a group, by sending regular mail to:

Paycor HCM, Inc.

4811 Montgomery Road

Cincinnati, OH 45212

Attn: Board of Directors

c/o Chief Legal Officer and Secretary

Each communication should specify which director or directors the communication is addressed to, as well as the general topic of the communication. Paycor will receive the communications and process them before forwarding them to the addressee. Paycor may also refer communications to other departments within Paycor. Paycor generally will not forward to the directors a communication that is primarily commercial in nature, relates to an improper or irrelevant topic, or requests general information regarding Paycor.

14 2024 Proxy Statement

ENVIRONMENTAL, SOCIAL AND GOVERNANCE FRAMEWORK

Since our founding over 30 years ago, corporate social responsibility has been a key business tenet. We recognize the importance of ESG issues and remain committed to extending the consideration of ESG factors in connection with our business operations and investment practices.

Governance

Paycor has an ESG Committee that consists of a cross-functional group of leaders and employees from departments including information technology, finance, investor relations, human resources, legal and facilities. This committee assists the Board and executive management team in developing our ESG strategy, identifying ESG risks and opportunities, including regulatory changes and compliance, setting initiatives and tracking our performance. The Audit Committee assists the Board with ESG oversight from a reporting and procedural perspective, and the Nominating and Governance Committee assists the Board with ESG oversight with respect to strategy, communication and stockholder engagement.

Ethics & Compliance

Paycor has a culture of integrity, honesty and ethical behavior. Paycor maintains a Code of Ethics that applies to all of its employees, officers, and directors, with an additional policy for senior officers responsible for financial reporting.

Every Paycor associate completes comprehensive training when hired and annually thereafter. Our training includes our Code of Ethics, anti-bribery, discrimination harassment prevention, privacy, security, fraud, and related internal controls.

As required by our Whistleblower Policy, employees can confidentially and anonymously submit concerns to our third-party Associate Voice Line without fear of reprisal for any matters reported in good faith. Our third-party Associate Voice Line is managed by our internal audit department, which reports to the Audit Committee.

Our Supplier Conduct Guidelines are designed to help ensure that our partners adhere to the same high standards of integrity and ethics. In addition, many of our solutions are designed to assist clients with their compliance to certain U.S. federal, state and local laws and regulations that apply to them.

Our Related Party Transactions Policy requires the Audit Committee to review and approve all related party transactions. Pursuant to this policy, the Audit Committee may approve only those transactions that the Audit Committee, in its business judgment, determined are in, or are not inconsistent with, our best interests and those of our stockholders. In addition, under our Code of Ethics, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

Data Governance

Paycor is dedicated to protecting the privacy and security of our clients’ information and has implemented mechanisms necessary to do so across our organization. We align to internationally recognized frameworks that demonstrate this commitment, including the AICPA’s SOC 1 Type 2, SOC 2 Type 2, the EU General Data Protection Regulation (GDPR), and the Financial Crimes Enforcement Network (FinCEN).

Our platform is designed with security as a top consideration and employs a defense-in-depth strategy through administrative, physical, and technical safeguards to ensure the protection, confidentiality, and integrity of our customers’ data. Paycor is certified by a voluntary accreditation program from the National Automated Clearing House Association, which governs the United States’ automated clearing house network and payment system. Paycor undergoes regular assessments of our processes and controls as part of our annual SSAE 18 audit for SOC 1 and SOC 2 by an independent public accounting firm. We continuously monitor our network and endpoint-based security threats along with antivirus software to guard against trojans, worms, viruses, and other malware.

Paycor has a robust Business Continuity Policy and Plan in place with dedicated staff focused on inventorying critical processes, technologies and people. Business Impact Analyses are performed on an ongoing basis to understand the process criticality, helping drive restoration prioritization as well as identifying key areas where workarounds during a continuity event may be required. We also have an Incident Response Plan aligned to the National Institute of Standards and Technology (NIST) guidelines. We have tested disaster recovery processes and technologies and regularly conduct tabletop business continuity exercises.

				2024 Proxy Statement 15

Social

People are at the heart of everything we do. As we grow, our company culture is anchored in the guiding principles that led us here. We’re an inclusive and flexible organization that empowers associates to live their lives and be who they are at work. We have fun and give back. We support associates with personally meaningful career paths and open, honest communication. We’re a fast-paced company with an insatiable appetite to outperform and overdeliver. For four consecutive years, Energage has named Paycor a Top Workplace USA based solely on feedback from our associates. Paycor also received the 2023 Top Workplaces Culture Excellence award for DE&I Practices for the third consecutive year and was named in the Top Ten for DE&I Practices in the U.S. by Top Workplaces. (As of the date of this Proxy Statement, the results of the Energage Top Workplaces for Diversity, Equity and Inclusion Practices survey have not yet been announced for 2024.)

Talent Acquisition and Development

Paycor strives to provide exceptional benefits, performance rewards, and career development opportunities to attract and retain top talent. We have intentionally expanded our leave support programs, associate wellbeing opportunities, and voluntary benefit offerings to align with our core values, diversity, equity and inclusion commitments, and the interests of our employees. For example, we recently expanded our Employee Assistance Program to include our global workforce and added a pet insurance benefit. Additionally, we provide a one-time, new hire equity grant that vests over time, an opportunity to participate in our Employee Stock Purchase Program, and a highly competitive 401(k) program. These initiatives aim to invest in our associates’ financial future, enhance associate engagement, and align our associates’ interests with our stockholders’ objectives.

Paycor has a dedicated Enterprise Learning and Development team and Employee Experience team focused on delivering skilling opportunities for all associates through an ecosystem of classes, live events, workshops, and leadership program cohorts throughout the year. Associates have ready access to technical, leadership, professional, and health/wellness learning and development opportunities. Tuition, certification obtainment and renewals, and conference reimbursement are available pursuant to our enterprise strategy for delivering a comprehensive ecosystem where associates develop their skills, personal and professional wellness, and industry expertise during their associate experience at Paycor. Support for specific demographics is enhanced through programs designed to offer resources and allyship for women, veterans, people within minority or protected status, and people actively transitioning into new careers.

Diversity, Equity & Inclusion

DE&I is a priority at Paycor, and we strive to create a culture of inclusion and belonging for all. For us, that means committing to strategic education, transparency, equity and equality, and purpose for the work. Paycor established a formal Diversity, Equity & Inclusion Policy in August 2021, which was updated and expanded in September 2022 and September 2023. Paycor has received the Top Workplaces Culture Excellence award for DE&I Practices for each of 2021, 2022, and 2023, and was named in the Top Ten for DE&I Practices in the United States by Top Workplaces. Results for 2024 have not yet been announced. We employ a dedicated leader of DE&I who works to create and execute our DE&I strategy and is responsible for enforcement of our Diversity, Equity & Inclusion Policy across our operations. Our Chief Executive Officer has also signed the CEO Action Pledge for Diversity & Inclusion^™, the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.

Our DE&I strategy is guided by four pillars that outline the foundation of our action steps as they relate to the goals of the entire organization.

We established enterprise-wide goals to increase the inclusion and belonging of and the number of associates and leaders from underrepresented groups and plan to continue to evolve these goals over time to improve diversity of thought across the organization. As of June 30, 2024, we had approximately 2,900 associates, with women representing 53% of our associates and 47% of our leaders (manager and above) and Black, Indigenous and People of Color representing 28% of our associates and 17% of our leaders (managers and above).

16 2024 Proxy Statement

We work to create a culture that supports and embraces the rich mosaic of diversity in our associates, customers and partners. We are passionate about encouraging individuality and trust in one another for a positive work environment. We regularly review our workforce’s compensation to help ensure everyone is paid equally for equal work and address any unexplained gaps. We incorporate our DE&I strategy and learning into associate onboarding and leader training, which also includes introducing anti-biased practices and education into our hiring manager compliance training, as our associates play a key role in fostering a culture of inclusion.

Additionally, our commitment to DE&I is reflected through our seven Employee Resource Groups (“ERGs”). We believe our ERGs create a community of inclusion and belonging and create a safe space for learning and dialogue around the celebrations and challenges that diverse communities face. Our ERGs are a vital part of our associate and business success. Each ERG has an executive sponsor and is supported by our DE&I team and senior leaders across the Company. This fiscal year, our DE&I team enhanced structural supports for our ERGs with succession planning of leadership and added a requirement that at least one of their objectives for the fiscal year align to Paycor’s strategic goals to ensure ERGs not only support our associates, but also the business.

Community Giving

Giving back to the communities in which we live and work is in our DNA. We empower our associates to make a difference in a way that we believe is meaningful to them. Paycor’s Community Partners program is a grassroots organization funded by associates who choose to give their own time and resources to serve non-profit organizations across the country. Additionally, our Culture Champions spearhead Paycor It Forward events, which provide associates the opportunity to put the power of the Paycor Community Impact Fund behind a cause they believe in while building team connection. The Paycor Community Impact Fund is a 501(c)(3) charitable investment account that provides project grants to philanthropic organizations associates care about nationwide.

Environment

Paycor is committed to responsible use of natural resources and reducing our consumption where feasible. We encourage our associates to work remotely, which limits our office footprint and associate commuting. Fiscal year 2023 Scope 1 and 2 emissions dropped 37% year-over-year primarily due to consolidation of our facilities as well as decreased energy usage at our facilities. We also have several company-wide green initiatives to reduce consumption of energy, water and waste and to recycle. As part of our supplier code of conduct, we seek to engage partners who share our sustainability goals.

				2024 Proxy Statement 17

EXECUTIVE OFFICERS

Below is a list of the names, ages, positions, and a brief account of the business experience of the individuals who served as executive officers of Paycor as of June 30, 2024:

Raul Villar, Jr. has served as our Chief Executive Officer since July 2019 and as member of the Board since January 2021. His biography can be found above under “Corporate Governance – Director Nominees To Serve For Three-Year Terms Expiring at the 2027 Annual Meeting”

Adam Ante has served as our Chief Financial Officer since September 2019, previously serving as the Deputy Chief Financial Officer from February 2019 to September 2019, and the Senior Vice President of Financial Planning and Analysis and Corporate Development from April 2017 to February 2019. Prior to joining Paycor, Mr. Ante held various finance related senior leadership roles from October 2009 to March 2017 at Vantiv, a payment processor, previously a line of business within Fifth Third Bank, and now a division of FIS, Inc. Mr. Ante earned a Bachelor of Business Administration in Finance and International Business from the University of Cincinnati and a Master of Business Administration from Xavier University.

Ryan Bergstrom has been with Paycor since February 2018. He currently serves as our Chief Product & Technology Officer, leading Paycor’s product and platform strategy for its HCM product suite, a role he has held since January 2024, and prior to that, served as our Chief Product Officer since joining the Company. Previously, Mr. Bergstrom served as Vice President, Product Management at Ultimate Software, a global HCM company, from August 2016 to January 2018. He has also held product development and leadership roles at Epicor, a business software company, and SPECTRUM, a leading internet provider. Mr. Bergstrom earned a Bachelor of Science with special attainments in commerce, business administration from Washington & Lee University.

18 2024 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The purpose of this Compensation Discussion and Analysis is to provide information about the material elements of compensation that are paid, awarded to, or earned by, our named executive officers (who we collectively refer to as our “NEOs”), who consist of our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers (other than our principal executive officer and principal financial officer) who were serving as executive officers at the end of fiscal year 2024. For fiscal year 2024, our NEOs and their positions were as follows:

Executive Summary

Highlights of Fiscal Year 2024 Financial Performance and Strategic Accomplishments

Paycor celebrated many achievements in fiscal year 2024, including the following financial performance highlights:

In addition, Paycor celebrated several strategic and operational milestones during fiscal year 2024, including:

Highlights of Fiscal Year 2024 Compensation Decisions

Our Compensation and Benefits Committee took the following key actions with respect to our NEOs during fiscal year 2024:

20 2024 Proxy Statement

Executive Compensation Practices

Compensation Philosophy and Objectives

We have strived to create an executive compensation program that balances short-term versus long-term payments and awards, cash payments versus equity awards and fixed versus variable payments and awards in ways that we believe are most appropriate to motivate our executive officers, including our NEOs. Our executive compensation program is designed to:

Principal Components of 2024 Executive Compensation Program

Our current executive compensation program, which is established by our Compensation and Benefits Committee, consists of the following components:

				2024 Proxy Statement 21

We combine these components in order to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational and strategic objectives and align the interests of our NEOs with those of our stockholders. Further detail on each of these components is provided in the table below.

Compensation Mix in Fiscal Year 2024

We utilize the particular elements of compensation described above because we believe that they provide a well-proportioned mix of secure compensation, retention value and at-risk compensation, which produces short-term and long-term performance incentives and rewards. By following this approach, we provide our NEOs with a measure of security in the minimum expected level of compensation, while motivating them to focus on achieving business metrics that will produce a high level of short-term and long-term performance for the Company and long-term value creation for our NEOs and stockholders, as well as reducing the risk of recruitment of top executive talent by competitors. The mix of metrics used for our annual performance-based cash incentive compensation and long-term equity-based incentive compensation programs likewise provide an appropriate balance between short-term financial performance and long-term financial and stock performance.

For our NEOs, the mix of compensation is weighted toward at-risk/variable pay (annual cash incentive compensation and long-term equity-based incentive compensation). Maintaining this pay mix results fundamentally in a “pay-for-performance” orientation for our NEOs, which is aligned with our stated compensation philosophy of providing compensation commensurate with performance.

22 2024 Proxy Statement

The following charts reflect the target total direct compensation pay mix for our CEO and, the average for our other NEOs for fiscal year 2024.

Fiscal Year 2024 Compensation Determinations—What We Paid and Why

Base Salary

Each of our NEOs is paid a base salary commensurate with his or her position, experience, skills, duties and responsibilities. Base salary is also designed to provide our NEOs with steady cash flow during the course of the fiscal year that is not contingent on short-term variations in our corporate performance. Our Compensation and Benefits Committee determines market level compensation for base salaries based on our NEOs’ experience in the industry with reference to the base salaries of similarly situated executives in other companies of similar size and stage of development operating in our industry.

With these principles in mind, base salaries are reviewed on an annual basis in the first quarter of the applicable fiscal year by our Compensation and Benefits Committee, and may be adjusted from time to time based on the results of this review. For fiscal year 2024, our Compensation and Benefits Committee determined to increase the base salary for each of our NEOs. These base salary increases were awarded based on an evaluation of each NEO’s individual performance and an assessment of the base salary levels of the executives holding comparable positions at the companies inf our compensation peer group, as well as a broad competitive market analysis. Further, in the case of Mr. Bergstrom, his mid-year base salary increase was based on his assumption of additional duties as our Chief Product & Technology Officer.

The annualized base salaries paid to our NEOs in fiscal year 2023 and fiscal year 2024 are set forth in the chart below.

Annual Cash Incentive Compensation

Each of our NEOs is eligible to receive performance-based annual cash incentive compensation pursuant to the Company’s annual cash incentive compensation program for the applicable fiscal year, based upon the achievement of performance metrics approved at the beginning of the applicable fiscal year by our Compensation and Benefits Committee. Consistent with fiscal year 2023, the Company’s annual cash incentive compensation program for fiscal year 2024 consisted of performance metrics related to total revenues and adjusted operating income margin. Such annual cash bonuses encourage the NEOs to focus on our short-term performance goals that serve as the basis for long-term performance and sustainable stockholder value creation, and are intended to reward achievement of those goals.

				2024 Proxy Statement 23

When determining the payout of the NEOs’ annual cash bonuses, performance against each performance objective is weighted, with total revenues weighted at 75% and adjusted operating income margin weighted at 25%. If attainment of a performance objective did not meet the threshold level for that objective, no payment would be earned for that objective. Achievement of an objective at the threshold level resulted in a payout at 50% of target for that objective, and achievement at the maximum level resulted in a payout at 200% of the target for that objective. Performance between levels was extrapolated on a straight-line basis. In order to achieve the maximum level in adjusted operating income margin, the total revenues threshold level must first be met.

For fiscal year 2024, our NEOs’ annual cash bonuses were determined by our Compensation and Benefits Committee based on its assessment of the Company’s actual performance against the pre-established performance objectives described above and the individual performance of each of our NEOs. The actual payout of the NEOs’ annual cash bonuses was based on a target percentage of the applicable NEO’s base salary. The target bonus percentages for Messrs. Villar, Ante and Mueller are fixed and set forth in their applicable employment agreement. While our Compensation and Benefits Committee may determine, in its sole discretion, to adjust the payout of an NEO’s annual bonus upwards or downwards based on such NEO’s individual performance during the applicable fiscal year, the Compensation and Benefits Committee did not exercise such discretion in fiscal year 2024.

The performance objectives established by our Compensation and Benefits Committee for fiscal year 2024 and our corresponding actual performance with respect to each objective are set forth in the following table:

In August 2023, our Compensation and Benefits Committee established the target percentage amounts for the annual cash bonuses for fiscal year 2024 for each of our NEOs (taking into account their employment agreement, if applicable), as set forth in the following chart. This chart also sets forth the actual payouts for the NEOs’ annual cash bonuses for fiscal year 2024 based on our Compensation and Benefits Committee’s determination of the achievement of the applicable performance objectives.

Long-Term Equity-Based Incentive Compensation

We believe that long-term equity-based incentive compensation is an important component of our executive compensation program and that providing a significant portion of our NEOs’ total compensation package in equity-based compensation aligns the incentives of our NEOs with the interests of our stockholders and with our long-term corporate success. Additionally, we believe that long-term equity-based incentive compensation awards enable us to attract, motivate, retain and adequately compensate executive talent. We believe equity awards provide our NEOs with a significant long-term interest in our success by rewarding the creation of sustainable stockholder value over time.

The Company adopted the Paycor HCM, Inc. 2021 Omnibus Incentive Plan, as it may be amended from time to time (the “2021 Plan”), to enhance the profitability and value of the Company for the benefit of our stockholders by enabling the

24 2024 Proxy Statement

Company to offer employees, advisors, consultants and non-employee directors of the Company and its affiliates (including the NEOs) cash and stock-based incentives in order to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and our stockholders. Under the 2021 Plan, the Company may award Options, stock appreciation rights, restricted stock awards, performance awards, other stock-based awards (which includes RSUs), or other cash-based awards.

For fiscal year 2024, we granted each of our NEOs an annual award of Options and RSUs under the 2021 Plan in October 2023. The Options generally vest 33% on the first anniversary of the applicable grant date, with the remainder vesting in 24 monthly installments thereafter (fully vesting on the third anniversary of the applicable grant date), subject to continued employment through the applicable vesting date. The RSUs generally vest 33% on the first anniversary of the applicable grant date, with the remainder vesting in eight quarterly installments thereafter (fully vesting on the third anniversary of the applicable grant date), subject to continued employment through the applicable vesting date. Also, Mr. Bergstrom received an additional award of both Options and RSUs in April 2024 in connection with his promotion to Chief Product & Technology Officer, with such awards having the same vesting terms as his applicable annual award.

The table below sets forth the number and the target dollar value of the Options and RSUs granted to the NEOs during fiscal year 2024. The values of such Options and RSUs granted were based on personal performance and the results of our peer group and market analyses. Such analyses also assisted the Compensation and Benefits Committee in determining the mix between these two equity vehicles for each NEO.

Fiscal Year 2025 – Performance-Based Restricted Stock Units (PSUs)

In August 2024, our Compensation and Benefits Committee determined it was appropriate and in the best interests of the Company that, commencing with fiscal year 2025, the annual equity awards to be granted to each of our NEOs will be granted as follows: (i) for our CEO, 50% in the form of RSUs and 50% in the form of performance-based restricted stock units (“PSUs”) and (ii) for all of our other NEOs, 75% in the form of RSUs and 25% in the form of PSUs.

The PSUs to be granted to our NEOs in fiscal year 2025 will be subject to both time-based and performance-based vesting. The PSUs will be eligible to performance-vest between 50% to 200% of the target number of PSUs granted, based on the achievement of performance goals, each as measured over a one-year performance period commencing on the applicable date of grant, based on the Company’s revenue and net retention performance. One-third of the PSUs that performance-vest at the end of such one-year performance period will be deemed fully vested, subject to continued employment through such date, and the remaining performance-vested PSUs will be subject to continued time-vesting, with such performance-vested PSUs time-vesting quarterly over the two-year period following the performance period, subject to continued employment through each such time-vesting date.

Severance and Change in Control Arrangements

We have entered into employment agreements with Messrs. Villar, Jr., Ante and Mueller, each of which provide for specified severance payments and benefits in the event of a qualifying termination of employment. Those NEOs who have not entered into an employment agreement with us (Ms. Geene and Mr. Bergstrom) participate in the Company’s Executive Severance Plan (the “Executive Severance Plan”), which provides for certain severance payments and benefits in the event of a qualifying termination of employment.

In addition, we believe that a strong, experienced management team is essential to the best interests of the Company and our stockholders. We recognize that the possibility of a change in control of the Company could arise and that such a possibility could result in the departure or distraction of members of the management team to the detriment of the

				2024 Proxy Statement 25

Company and our stockholders. As such, we maintain the Executive Change in Control Severance Plan (the “Executive CiC Severance Plan”), which each of our NEOs participate in, and which provides for certain increased severance payments and benefits in the event of a qualifying termination of employment within a specified period following a “change in control” of the Company (as defined in the 2021 Plan).

The Executive Severance Plan, the Executive CiC Severance Plan and the severance payments and benefits provided under certain of the NEOs’ employment agreements are further described under the section entitled “—Potential Payments Upon Termination or Change in Control” below.

Additionally, we do not provide for excise tax gross-ups to our executive officers and do not expect to do so in the future.

Retirement and Other Benefits

We provide the following benefits to our NEOs on the same basis as other eligible employees: health insurance, vacation, personal holidays and sick days, life insurance and supplemental life insurance, short-term and long-term disability; and a 401(k) plan with matching contributions. We also provide communication allowances to certain of our NEOs. In addition, the Company covers all costs (or provides reimbursements) for travel and accommodations incurred by our NEOs in connection with their attendance at Company-sponsored employee incentive trips, which amounts are disclosed in the “Summary Compensation Table” below.

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

Setting Our Executives’ Compensation

Role of Compensation and Benefits Committee

The Compensation and Benefits Committee determines and approves the compensation of our NEOs. Annually, the Compensation and Benefits Committee evaluates the performance of our CEO based on the corporate and/or individual goals relevant to the CEO’s compensation that it establishes at the start of the respective fiscal year. Our CEO does not participate in, nor is the CEO present during, the CEO’s own performance evaluation undertaken by the Compensation and Benefits Committee, and does not recommend the CEO’s own compensation (other than completing a self-assessment of performance achievements against the goals previously established by the Compensation and Benefits Committee). For our NEOs other than our CEO, the Compensation and Benefits Committee receives annual performance assessments and compensation recommendations from our CEO. None of the other NEOs plays any role in decisions affecting their own compensation, except for discussing their annual, individual performance goals (and their self-assessment of their respective achievement of those goals) with our CEO.

Role of Compensation Consultant

The Compensation and Benefits Committee’s charter gives it the authority to retain and approve fees and other terms of engagement for compensation consultants and other advisors to assist it in performing its duties. In fiscal year 2023, the Compensation and Benefits Committee continued to retain Compensia, Inc. (“Compensia”), a national compensation consulting firm, as its compensation consultant. Compensia’s work for the Compensation and Benefits Committee included a review and update of our compensation peer group, a subsequent executive compensation market analysis based on an assessment of the compensation practices of the companies in our compensation peer group, a review and analysis of the compensation of the non-employee members of our Board and a review and report on the risk profile of our executive compensation program. Compensia also provides the Compensation and Benefits Committee with assessments of the Company’s executive compensation practices and makes recommendations based on best practices. In addition, Compensia meets on a frequent basis with our management team and the Chair of the Compensation and Benefits Committee to discuss a variety of compensation matters, including, but not limited to, compensation strategy, trends and to review the policies and viewpoints of the major proxy advisory firms. Compensia reports directly to the Compensation and Benefits Committee, which will annually review its performance, independence and fees. In fiscal year 2024, the Compensation and Benefits Committee assessed Compensia’s independence and concluded that Compensia’s work for the Compensation and Benefits Committee did not raise any conflict of interest.

Use of Peer Group Data

The Compensation and Benefits Committee, assisted by Compensia, underwent a rigorous annual evaluation of our compensation peer group in the spring of 2023 to assist with compensation decisions for fiscal year 2024. The companies in our compensation peer group were selected based on the following criteria:

26 2024 Proxy Statement

Based on these criteria and the informed judgment of the Compensation and Benefits Committee, the Compensation and Benefits Committee approved the following compensation peer group for the Company, effective for fiscal year 2024 compensation decision-making:

At the beginning of fiscal year 2024, Compensia used this peer group to prepare an analysis for the Compensation and Benefits Committee that compared the compensation levels of our executive officers to comparable executive positions at the companies in our compensation peer group. The Compensation and Benefits Committee used data drawn from the companies in our compensation peer group to evaluate the competitive market when reviewing and adjusting the target total direct compensation packages for our CEO and our other NEOs, including annual base salary, target annual bonus opportunities and long-term equity-based incentive compensation opportunities, for fiscal year 2024. In certain cases, this peer group data was supplemented by broader market analyses.

The Compensation and Benefits Committee reviews our compensation peer group regularly and makes adjustments to its composition annually, taking into account changes in both our business and the businesses of the companies in the peer group.

Other Matters Relating to Executive Compensation

Stockholder Say-on-Pay and Say-on-Frequency Advisory Votes

At the Company’s 2023 annual meeting of stockholders, the Company’s stockholders approved on an advisory and non-binding basis, pursuant to the “say-on-frequency” vote, to hold future “say-on-pay” advisory votes on the Company’s executive compensation annually. Consistent with the results of such advisory vote, the Compensation and Benefits Committee has determined to hold an advisory “say-on-pay” vote on the compensation of our NEOs each year.

In addition, also at the Company’s 2023 annual meeting of stockholders, approximately 87% of the advisory votes cast voted to approve the compensation of our NEOs pursuant to the “say-on-pay” advisory vote. The Compensation and Benefits Committee reviewed and considered the results of this advisory vote when setting the compensation of our NEOs for fiscal year 2024.

The Compensation and Benefits Committee will continue to consider the outcome of the “say-on-pay” advisory vote when making future compensation decisions regarding our NEOs.

Clawback Policy

We believe that it is in the best interests of the Company and our stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s “pay-for-performance” compensation philosophy. In January 2023, the Compensation and Benefits Committee adopted a clawback policy that provides for the recoupment of incentive-based compensation in the event that the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the federal securities laws. The clawback policy is designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder, and applicable NASDAQ listing rules.

				2024 Proxy Statement 27

Section 162(m) Compliance

Section 162(m) of the Code limits us to a deduction for federal income tax purposes of no more than $1 million of compensation paid to certain executive officers in a taxable year. The Compensation and Benefits Committee considers the impact of Section 162(m) when making compensation decisions and will make compensation decisions without regard to the deductibility limit if it determines amounts payable are in best interests of Company and stockholders.

Section 409A Considerations

Another section of the Code, Section 409A, affects the manner by which deferred compensation opportunities are offered to our employees because Section 409A requires, among other things, that “non-qualified deferred compensation” be structured in a manner that limits employees’ abilities to accelerate or further defer certain kinds of deferred compensation. We intend to operate our existing compensation arrangements that are covered by Section 409A in accordance with the applicable rules thereunder, and we will continue to review and amend our compensation arrangements where necessary to comply with Section 409A. To the extent applicable, our compensation arrangements are structured and interpreted to comply with, or be exempt from, Section 409A and the regulations and other interpretive guidance that may be issued under Section 409A.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718, to account for our equity-based compensation awards. ASC 718 requires companies to calculate the grant date “fair value” of their equity-based awards using a variety of assumptions. ASC 718 also requires companies to recognize the compensation cost of their equity-based awards in their income statements over the period that an award recipient is required to render service in exchange for the award. Future grants of stock options, restricted stock, restricted stock units and other equity-based awards under our equity incentive award plans will be accounted for under ASC 718. The Compensation and Benefits Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.

Compensation Committee Report

The Compensation and Benefits Committee has reviewed and discussed with management the compensation discussion and analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation and Benefits Committee recommended to the Board that the compensation discussion and analysis be included in this Proxy Statement.

Members of the Compensation and Benefits Committee during fiscal year 2024 were:

				2024 Proxy Statement 29

EXECUTIVE COMPENSATION

Fiscal Year 2024 Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our NEOs for fiscal years 2024, 2023 and 2022.

30 2024 Proxy Statement

2024 Grants of Plan-Based Awards Table

The following table sets forth certain information with respect to grants of plan-based awards for fiscal year 2024 with respect to our NEOs.