2013 Proxy Statement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Paychex, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of 2013 Annual Meeting of Stockholders
and Proxy Statement




























Wednesday, October 16, 2013 at 10:00 a.m. Eastern Time

The Strong, One Manhattan Square, Rochester, NY, 14607









NOTICE OF 2013 ANNUAL MEETING OF STOCKHOLDERS
 

Wednesday, October 16, 2013
10:00 a.m. Eastern Time*
The Strong, One Manhattan Square, Rochester, NY, 14607
*A continental breakfast will be available from 9:00 a.m. - 10:00 a.m. Eastern Time
The principal business of the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) will be:
1.
To elect nine nominees to the Board of Directors for a term of one-year;
2.
To hold an advisory vote to approve named executive officer compensation;
3.
To ratify the selection of the independent registered public accounting firm; and
4.
To transact such other business as may properly come before the meeting, or any adjournment thereof.
Stockholders are cordially invited to attend the Annual Meeting. Stockholders of record at the close of business on August 19, 2013, will be entitled to notice of and to vote at the Annual Meeting and at any adjournments or postponements thereof.
If you are unable to attend the Annual Meeting, you will be able to listen to the meeting via the Internet. We will broadcast the Annual Meeting as a live webcast through our website. Please note that you will not be able to vote or ask questions through the webcast. The webcast will be accessible at http://investor.paychex.com/webcasts and will remain available for replay for approximately one month following the meeting.

By Order of the Board of Directors
Stephanie L. Schaeffer
Corporate Secretary
September 10, 2013







Important notice regarding the availability of proxy materials for the 2013 Annual Meeting of Stockholders to be held on October 16, 2013:

Paychex, Inc.’s Proxy Statement and Annual Report for the year ended May 31, 2013 are available at
http://investor.paychex.com/annual-report.aspx.








Welcome to the Paychex, Inc. 2013 Annual Meeting of Stockholders


Proposals That Require Your Vote
 
 
 
More Information in Proxy Statement
Board Recommendation
Proposal 1
Election of directors for a one-year term
Page 6
FOR all nominees
Proposal 2
Advisory vote to approve named executive officer compensation
Page 18
FOR
Proposal 3
Ratification of selection of Independent Registered Public Accounting Firm
Page 50
FOR
Who Can Vote
 
August 19, 2013 is the record date fixed by the Board of Directors. Stockholders of record as of that date are entitled to notice of and to vote at the 2013 Annual Meeting of Stockholders.
How to Vote In Advance of the Meeting
 
Your vote is very important and we hope that you will attend the Annual Meeting. Even if you plan to attend the Annual Meeting in person, we recommend that you vote right away using one of the following advance voting methods. Make sure to have your proxy card or voting instruction card in hand and follow the instructions.

You can vote in advance, in one of three ways:
  
Visit the website listed on your proxy card to vote VIA THE INTERNET;
 
 
  
Call the telephone number on your proxy card to vote BY TELEPHONE; or
 
 
 
  
Sign, date, and return your proxy card in the enclosed envelope to vote BY MAIL.
Voting at our 2013 Annual Meeting of Stockholders
 
All stockholders of record may vote in person at the Annual Meeting, which will be held on Wednesday, October 16, 2013 at 10:00 a.m. Eastern Time at The Strong in Rochester, New York. Beneficial owners, whose shares are held by a bank, broker, or other holder of record, must obtain a legal proxy in order to vote in person at the Annual Meeting.





TABLE OF CONTENTS
 
General Information
1

Beneficial Ownership of Paychex Common Stock
4

Proposal 1 l Election of Directors For A One-Year Term
6

Director Compensation for the Fiscal Year Ended May 31, 2013
9

Corporate Governance
12

Board Leadership Structure
12

Risk Oversight
12

Board Meetings and Committees
13

Nomination Process
15

Policy on Transactions with Related Persons
15

Governance and Compensation Committee Interlocks and Insider Participation
16

Communications with the Board of Directors
16

Section 16(a) Beneficial Ownership Reporting Compliance
17

Code of Business Ethics and Conduct
17

Proposal 2 l Advisory Vote to Approve Named Executive Officer Compensation
18

Compensation Discussion and Analysis
19

Executive Summary
19

Objectives of Compensation Program
24

Elements of Compensation
24

Compensation Decision Process
30

CEO Compensation
33

Subsequent Events
33

Impact of the Internal Revenue Code
33

The Governance and Compensation Committee Report
34

Named Executive Officer Compensation
35

Fiscal 2013 Summary Compensation Table
35

Grants of Plan-Based Awards For Fiscal 2013
38

Option Exercises and Stock Vested In Fiscal 2013
40

Outstanding Equity Awards as of May 31, 2013
41

Potential Payments upon Termination or Change In Control Fiscal 2013
45

Non-Qualified Deferred Compensation Fiscal 2013
48

Proposal 3 l  Ratification of Selection of Independent Registered Public Accounting Firm
50

Fees for Professional Services
51

Report of The Audit Committee
52

Other Matters and Information
53

Appendix A: Paychex, Inc. Reconciliation of Performance Measures to Those Reported in the Company's Consolidated Financial Statements
A-1

Appendix B: Paychex, Inc. Peer Group
B-1





General Information

PROXY STATEMENT

Paychex, Inc.
911 Panorama Trail South
Rochester, NY 14625

GENERAL INFORMATION

Paychex, Inc. (“Paychex,” the “Company,” “we,” or “our ”), a Delaware corporation, is furnishing this Proxy Statement to stockholders in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the “Board”) for the 2013 Annual Meeting of Stockholders (the “Annual Meeting”). This Proxy Statement summarizes information concerning the matters to be presented at the Annual Meeting and related information to help stockholders make an informed vote. Distribution of this Proxy Statement and a proxy form to stockholders is scheduled to begin on or about September 10, 2013.
2013 Annual Meeting of Stockholders
 
The Annual Meeting will be held on Wednesday, October 16, 2013 at 10:00 a.m. Eastern Time at The Strong, One Manhattan Square, Rochester, NY, 14607.
Proposals Subject to Vote
 
The table below shows the proposals subject to vote at the Annual Meeting, along with information on what vote is required to approve each of the proposals, assuming the presence of a quorum at the Annual Meeting, and the Board's recommendations for each proposal. With respect to Proposals 1, 2, and 3, you may vote “FOR,” “AGAINST,” or “ABSTAIN.”
Proposal
  
Vote Required
  
Board Recommendation
Proposal 1: Election of nine nominees to the Board of Directors
  
Majority of the votes duly cast
  
FOR all nominees
Proposal 2: Advisory approval of the Company’s named executive officer compensation
  
Majority of the shares present in person or by proxy and entitled to vote
  
FOR
Proposal 3: Ratification of the selection of the Independent Registered Public Accounting Firm
  
Majority of the shares present in person or by proxy and entitled to vote
  
FOR
Stockholders Entitled to Vote and Outstanding Shares
 
Stockholders of record of our common stock as of the close of business on August 19, 2013 (the "Record Date") will be eligible to vote at the Annual Meeting. Each share outstanding as of the Record Date will be entitled to one vote. As of August 19, 2013, 365,487,312 shares of common stock were issued and outstanding. The holders of a majority of the shares entitled to vote (182,743,657 shares) must be present at the Annual Meeting in person or by proxy in order to constitute a quorum. A quorum is necessary to hold a valid meeting.

1

General Information

How to Vote
 
Your vote is very important and we hope that you will attend the Annual Meeting. We strongly urge all stockholders, even those attending the Annual Meeting, to vote by proxy prior to the Annual Meeting.
Registered Stockholders    
If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, you are considered a stockholder of record with respect to those shares. Please vote by proxy in accordance with the instructions on your proxy card, or the instructions you receive through electronic mail.
A registered shareholder can vote in one of four ways:
Via the Internet — Go to the website noted on your proxy card in order to vote via the Internet. Internet voting is available 24 hours a day. We encourage you to vote via the Internet, as it is the most cost-effective way to vote.
By telephone — Call the toll-free telephone number indicated on your proxy card and follow the voice prompt instructions to vote by telephone. Telephone voting is available 24 hours a day.
By mail — Mark your proxy card, sign and date it, and return it in the enclosed postage-paid envelope. If you elected to electronically access the Proxy Statement and Annual Report, you will not receive a proxy card and must vote via the Internet.
In person — You may vote your shares at the Annual Meeting if you attend in person, even if you previously submitted a proxy card or voted via Internet or telephone. Whether or not you plan to attend the Annual Meeting, however, we strongly encourage you to vote your shares by proxy before the meeting.
Proxies submitted by Internet or telephone must be received by 11:59 p.m. Eastern Time on Tuesday, October 15, 2013. If you vote by telephone or the Internet, you do not need to return your proxy card.
Beneficial Stockholders
If your shares are held in a brokerage account in the name of your bank, broker, or other holder of record (this is called “street name”), you are not a registered stockholder, but rather are considered a “beneficial owner” of those shares. Your bank, broker, or other holder of record will send you instructions on how to vote your shares. If you are a beneficial owner, you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting.
Participants in the Paychex Employee Stock Ownership Plan Stock Fund    
If you are a participant in the Paychex Employee Stock Ownership Plan Stock Fund (“ESOP”) of the Paychex, Inc. 401(k) Incentive Retirement Plan (the “401(k) Plan”), you will receive a proxy card and can vote those shares using the methods previously described under Registered Stockholders. This will serve as a voting instruction for Fidelity Management Trust Company (the “Trustee”), who is the holder of record for the shares in the ESOP. As a participant in the ESOP, you have the right to direct the Trustee on how to vote the shares of common stock credited to your account at the Annual Meeting. The participants’ voting instructions will be tabulated confidentially. Only the Trustee and/or the tabulator will have access to each participant’s individual voting direction. If you do not submit voting instructions for your shares of common stock in the ESOP, those shares will be voted by the Trustee in the same proportions as the shares for which voting instructions were received from other participants. Voting instructions by ESOP participants must be received by 11:59 p.m. Eastern Time on Friday, October 11, 2013. The Trustee will then vote all shares of common stock held in the ESOP by the established deadline.

2

General Information

Changing or Revoking Your Proxy
 
Registered stockholders may change a properly executed proxy at any time prior to it being voted at the Annual Meeting by:
providing written notice of revocation to the Corporate Secretary;
submitting a later-dated proxy via the Internet, telephone, or mail; or
voting in person at the Annual Meeting.
Beneficial stockholders should contact their broker, bank, or other holder of record for instructions on how to change their vote.
If you are a participant in the ESOP, you may change a properly executed proxy at any time prior to 11:59 p.m. Eastern Time on October 11, 2013, by submitting a proxy that has a more recent date than the original proxy by internet, telephone, or mail. You may not, however, change your voting instructions in person at the Annual Meeting because the Trustee will not be present.
Manner for Voting Proxies
 
All votes properly cast and not revoked will be voted at the Annual Meeting in accordance with the stockholder’s directions. You should specify your choice for each matter on your proxy card. However, if you do not specify your choices on your returned proxy card, then your shares will be voted in accordance with the Board's recommendations. Should any matter not described above be properly presented at the Annual Meeting, the persons named on the proxy form will vote in accordance with their judgment as permitted.
If you are a beneficial owner, in order to ensure your shares are voted the way you would like, you must provide voting instructions to your bank, broker, or other holder of record. If you do not provide your voting instructions to that party, whether your shares can be voted depends on the type of item being considered for vote. New York Stock Exchange ("NYSE") rules allow your bank, broker, or other holder of record to use its own discretion and vote your shares on routine matters. A bank, broker, or other holder of record does not have discretion to vote your shares on non-routine matters (known as “broker non-votes”). Proposals 1 and 2 are not considered to be routine matters under the current NYSE rules, and so your bank, broker, or other holder of record will not have the discretionary authority to vote your shares on those items. Proposal 3 is considered a routine matter under NYSE rules, so your bank, broker, or other holder of record will have discretionary authority to vote your shares on that item.
Broker non-votes are not considered votes for or against a proposal and therefore will have no direct impact on any proposal since they are not deemed to be duly cast nor entitled to vote, but they will be counted for the purpose of determining the presence or absence of a quorum. Therefore, we urge you to give voting instructions to your bank or broker on all voting items.
Abstentions are also counted for the purposes of establishing a quorum, but will have the same effect as a vote against a proposal, except in regards to the election of directors. For this item, abstentions will have no direct impact.
Announcement of Voting Results
 
We will announce the preliminary voting results at the Annual Meeting. The Company will report the final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC").





3

Beneficial Ownership

BENEFICIAL OWNERSHIP OF PAYCHEX COMMON STOCK

The following table contains information, as of July 31, 2013, on the beneficial ownership of the Company's common stock by:

each principal stockholder known to be a beneficial owner of more than 5% of the Company's common stock. This includes any "group" as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended;
each director and nominee for director;
each of the Company's named executive officers ("NEOs"); and
all directors, NEOs, and executive officers of the Company as a group.
Under the rules of the SEC, “beneficial ownership” is deemed to include shares for which the individual, directly or indirectly, has or shares voting or disposition power, whether or not they are held for the individual’s benefit, and includes shares that may be acquired within 60 days by exercise of options. This information is based upon reports filed by such persons with the SEC.
Name
 
Amount of Shares Owned (1)
 
Non-vested Shares of Restricted Stock (2)
 
Stock Options Exercisable by September 29, 2013 (3)
 
Total Shares Beneficially Owned
 
Percent
of
Class
Principal Shareholders:
 
 
 
 
 
 
 
 
 
 
B. Thomas Golisano (4),(5),(6)
1 Fishers Road
Pittsford, NY 14534
 
37,935,821

 

 

 
37,935,821

 
10.4
%
FMR LLC (7)
245 Summer Street
Boston, MA 02109
 
23,106,591

 

 

 
23,106,591

 
6.3
%
Capital World Investors (8)
333 South Hope Street
Los Angeles, CA 90071
 
19,330,182

 

 

 
19,330,182

 
5.3
%
Directors:
 
 
 
 
 
 
 


 
 
B. Thomas Golisano (4),(5),(6)  
 
37,935,821

 

 

 
37,935,821

 
10.4
%
Joseph G. Doody
 
7,926

 
1,564

 
32,285

 
41,775

 
**

David J. S. Flaschen
 
31,531

 
1,564

 
78,706

 
111,801

 
**

Phillip Horsley
 
103,484

 
1,564

 
26,520

 
131,568

 
**

Grant M. Inman (6)
 
190,746

 
1,564

 
78,706

 
271,016

 
**

Pamela A. Joseph
 
14,324

 
1,564

 
58,706

 
74,594

 
**

Martin Mucci
 
59,324

 
100,146

 
514,869

 
674,339

 
**

Joseph M. Tucci
 
26,824

 
1,564

 
78,706

 
107,094

 
**

Joseph M. Velli
 
16,157

 
1,564

 
55,706

 
73,427

 
**

Named Executive Officers:
 
 
 
 
 
 
 


 
 
Martin Mucci
 
59,324

 
100,146

 
514,869

 
674,339

 
**

Efrain Rivera
 
2,807

 
19,767

 
36,915

 
59,489

 
**

Mark A. Bottini
 
3,067

 
12,917

 
27,553

 
43,537

 
**

Michael E. Gioja
 
8,206

 
26,233

 
49,223

 
83,662

 
**

Robert Morin
 

 
6,529

 
8,578

 
15,107

 
**

All directors, NEOs, and executive officers of the Company as a group (17 persons)
 
38,427,850

 
221,755

 
1,210,791

 
39,860,396

 
10.9
%
 ** Indicates that percentage is less than 1%.

4

Beneficial Ownership

(1) 
This column reflects shares held of record and Company shares owned through a bank, broker, or other holder of record. For executive officers, this also includes shares owned through the 401(k) Plan.
(2) 
This column includes restricted stock awards to independent directors and executive officers that have not yet vested. These non-vested restricted stock awards have voting and dividend rights, and thus are included in beneficial ownership.
(3) 
This column includes shares that may be acquired upon exercise of options, which are exercisable on or prior to September 29, 2013. Under SEC rules, shares that may be acquired within 60 days are included in beneficial ownership.
(4) 
Included in shares beneficially owned for Mr. Golisano are 278,068 shares owned by the B. Thomas Golisano Foundation, of which Mr. Golisano is a member of the foundation’s six-member board of trustees. Mr. Golisano disclaims beneficial ownership of these shares.
(5) 
Mr. Golisano has 7,750,295 shares pledged as security.
(6) 
Included in shares beneficially owned are shares held in the names of family members or other entities: Mr. Golisano — 70,481 shares; and Mr. Inman — 136,949 shares.
(7) 
Beneficial ownership information is based on information contained in the Form 13F filed with the SEC on August 14, 2013 by Fidelity Management and Research Company (FMR LLC).
(8) 
Beneficial ownership information is based on information contained in the Form 13F filed with the SEC on August 14, 2013 by Capital World Investors. Capital World Investors, a division of Capital Research and Management Company (“CRMC”), is deemed to be the beneficial owner of 19,330,182 shares as a result of CRMC's acting as investment advisor to various investment companies registered under Section 8 of the Investment Company Act of 1940.


5

Election of Directors

PROPOSAL 1 l ELECTION OF DIRECTORS FOR A ONE-YEAR TERM
The Board is elected by the stockholders to oversee the overall success of the Company, review its operational and financial capabilities, and periodically assess its long-term strategic objectives. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to stockholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the day-to-day business of the Company. The Board acts as an advisor to senior management and ultimately monitors management’s performance.
Election Process
 
The Company's By-Laws provide for the annual election of directors. The By-Laws provide that each director shall be elected by a majority of the votes cast for the director at any meeting for the election of directors at which a quorum is present. If a nominee that is an incumbent director does not receive a required majority of the votes cast, the director shall offer to tender his or her resignation to the Board. The Governance and Compensation Committee of the Board shall consider such offer and will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will consider the committee’s recommendation and will determine whether to accept such offer.
2013 Nominees for Director
 
At the 2013 Annual Meeting, there are nine nominees for election as director, as listed on the following pages. Each of the nominees is a current member of the Board, having been elected by the stockholders at the 2012 Annual Meeting of Stockholders. The nine persons listed have been nominated for election to the Board by the Company’s Governance and Compensation Committee. The nominees, with the exception of Mr. Golisano and Mr. Mucci, are independent under both NASDAQ and SEC director independence standards.
If elected, each nominee will hold office until the 2014 Annual Meeting of Stockholders and until his or her successor is elected and has qualified. We believe that all of the nominees will be available to serve as a director. However, if any nominee should become unable to serve, the persons named in the enclosed proxy may exercise discretionary authority to vote for substitute nominees proposed by the Board.
The Board believes that the combination of the various qualifications, skills, and experience of the 2013 director nominees would contribute to an effective and well-functioning Board. We have provided biographical information on each of the nominees. Included within this information, we identify and describe the key experience, qualifications, and skills our directors bring to the Board that are important in light of our business and structure.
The Board of Directors recommends the election of each of the nominees identified on the following pages. Unless otherwise directed, the persons named in the enclosed proxy will vote the proxy FOR the election of each of these nominees.

6

Election of Directors


B. Thomas Golisano
 
 
Mr. Golisano founded Paychex in 1971 and is Chairman of the Board of the Company. Until October 2004, he served as President and Chief Executive Officer of the Company. He serves on the board of trustees of the Rochester Institute of Technology. Mr. Golisano serves as a director of numerous non-profit organizations and private companies, and is founder and member of the board of trustees of the B. Thomas Golisano Foundation. Mr. Golisano has extensive executive experience as the founder and former Chief Executive Officer of Paychex, which provides him with in-depth knowledge of the operations of the Company and qualifies him to lead the Board.
 
Director Since:  1979
Age:  71
Board Committees:  Executive
Current Other Public Company Directorships:  None
 
 
 
Joseph G. Doody
 
 
Mr. Doody has served as President, North American Commercial of Staples, Inc., an office products company, since January 2013.  From March 2002 to January 2013, he served as President, North American Delivery of Staples, Inc. Prior to that he served as President, Staples Contract and Commercial from when he first joined Staples in November 1998.  From 1974 to 1998, Mr. Doody held several managerial positions with Eastman Kodak Company, an imaging technology company. Mr. Doody is a member of the Executive Advisory Committee for the Simon Graduate School of Business at the University of Rochester.  Mr. Doody's significant leadership experience and management of a large division enables him to provide our Board with important operational insight and oversight.  His deep knowledge of small- to medium-sized businesses derived from his experience as the head of the customer service operations at Staples brings thorough understanding of the risks and opportunities affecting our clients and potential clients.
 
Director Since: 2010
Age:  61
Board Committees:  Audit
Current Other Public Company Directorships:  Casella Waste Systems, Inc.
 
 
 
David J. S. Flaschen
 
 
Mr. Flaschen is an investor and advisor to a number of private companies providing business, marketing, and information services. From 2005 through 2011, he was a partner with Castanea Partners, a private equity investment firm. Mr. Flaschen is a director of various private companies. Mr. Flaschen has extensive executive experience in information and marketing services. His financial expertise is a great benefit to the Board and its committees, acquired through his role in assessing financial performance of other companies and in reviewing and understanding financial statements.
 
Director Since: 1999
Age: 57
Board Committees:  Audit (Chairman), Investment, Governance and Compensation
Current Other Public Company Directorships:  None
 
 
 
Phillip Horsley
 
 
Mr. Horsley is the founder of Horsley Bridge Partners, a leading manager of private equity investments for institutional clients. The firm was founded in 1983 and Mr Horsley retired in 2010. Mr. Horsley has a strong background in finance and business and has expertise in investment management. Mr. Horsley’s long-term relationship with the Company provides him with extensive knowledge of the Company’s history and operating environment.
 
Director Since: 2011 (previously served from 1982-2009, reappointed in 2011)
Age: 74
Board Committees:  Investment and Goverance and Compensation
Current Other Public Company Directorships:  None
 
 
 

7

Election of Directors

Grant M. Inman
 
 
Mr. Inman is the founder and General Partner of Inman Investment Management, a private investment company formed in 1998. Mr. Inman is a trustee of the University of California, Berkeley Foundation and is also a director of several private companies. He was a director of Wind River Systems, Inc. until July 2009. Mr. Inman has a strong background in finance, business, and entrepreneurial experience, and has expertise in investment management. Additionally, Mr. Inman’s 30-year tenure on the Board provides him with extensive knowledge of the Company.

 
Director Since: 1983
Age: 71
Board Committees:  Investment (Chairman), Audit,and Goverance and Compensation
Current Other Public Company Directorships:    Lam Research Corporation (Lead Independent Director)
 
 
 
Pamela A. Joseph
 
 
Ms. Joseph is Vice Chairman of U.S. Bancorp Payment Services and Chairman of Elavon (formerly NOVA Information Systems, Inc.), a wholly owned subsidiary of U.S. Bancorp. U.S. Bancorp Payment Services and Elavon manage and facilitate consumer and corporate card issuing, as well as payment processing. Ms. Joseph has been Vice Chairman of U.S. Bancorp since December 2004 and serves on its 14-member managing committee. She has extensive executive experience in the financial services industry, and brings a wealth of technology insight to the Board and its committees.

 
Director Since: 2005
Age 54
Board Committees: Audit and Executive
Current Other Public Company Directorships:  Centene Corporation
 
 
 
Martin Mucci
 
 
Mr. Mucci has served as President and Chief Executive Officer of the Company since September 2010. Mr. Mucci joined the Company in 2002 as Senior Vice President, Operations. Prior to joining Paychex, he held senior level positions with Frontier Telephone of Rochester, a telecommunications company, over the course of his 20-year career. He is a member of the Upstate New York Advisory Board of the Federal Reserve Bank of New York and the Board of Trustees for St. John Fisher College. The Board selected Mr. Mucci to serve as a director because he provides day-to-day leadership as the current Chief Executive Officer of Paychex, giving him intimate knowledge of the Company, its operations, and opportunities.

 
Director Since: 2010
Age: 53
Board Committees: Executive (Chairman)
Current Other Public Company Directorships:  Cbeyond, Inc.
 
 
 
Joseph M. Tucci
 
 
Mr. Tucci has been the Chairman of the Board of Directors of EMC Corporation, the world leader in information infrastructure technology and solutions, since January 2006. He has been Chief Executive Officer of EMC Corporation since January 2001, and President from January 2000 to July 2012. Mr. Tucci’s experience as Chief Executive Officer of EMC Corporation provides him with extensive executive management experience and knowledge of the challenges a company faces due to rapid changes in the marketplace.
 
Director Since: 2000
Age:  66
Board Committees: Governance and Compensation (Chairman)
Current Other Public Company Directorships:  EMC Corporation (Chairman of the Board) and VMware, Inc. (Chairman of the Board)
 
 
 
Joseph M. Velli
 
 
Mr. Velli has been Chairman and Chief Executive Officer of BNY ConvergEx Group, LLC, a leading global agency brokerage and technology company offering a comprehensive suite of investment services, since October 2006. Prior to the formation of BNY ConvergEx Group, he was a Senior Executive Vice President of The Bank of New York since September 1998 and assumed the additional role of Chief Executive Officer of BNY Securities Group in October 2002. He is also a member of the E*Trade Bank board. Mr Velli has extensive knowledge of the capital markets and plays a key role in the Board’s discussions of the Company’s investments and liquidity.
 
Director Since: 2007
Age:  55
Board Committees: Investment, Executive, and Governance and Compensation
Current Other Public Company Directorships:  E*Trade Financial Corporation

8

Director Compensation

DIRECTOR COMPENSATION
FOR THE FISCAL YEAR ENDED MAY 31, 2013
Director compensation is set by the Governance and Compensation Committee and approved by the Board. The Board’s authority cannot be delegated to another party. The Company’s management does not play a role in setting Board compensation. The Company compensates the independent directors of the Board using a combination of cash and equity-based compensation. Martin Mucci, President and Chief Executive Officer (“CEO”), receives no compensation for his services as director. Rather, the compensation received by Mr. Mucci in his role as President and CEO is shown in the Fiscal 2013 Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement.
The table below presents the total compensation received from the Company by all directors for fiscal year ended May 31, 2013 ("fiscal 2013").
Name
(a)
 
Fees Earned
or Paid in
Cash
($) (b)
 
Stock Awards
($) (c)
 
Option Awards
($) (d)
 
Total
($)
B. Thomas Golisano
 
$
237,500

 
$

 
$

 
$
237,500

Joseph G. Doody
 
$
80,000

 
$
57,708

 
$
55,843

 
$
193,551

David J. S. Flaschen
 
$
112,500

 
$
57,708

 
$
55,843

 
$
226,051

Phillip Horsley
 
$
82,500

 
$
57,708

 
$
55,843

 
$
196,051

Grant M. Inman
 
$
92,500

 
$
57,708

 
$
55,843

 
$
206,051

Pamela A. Joseph
 
$
85,000

 
$
57,708

 
$
55,843

 
$
198,551

Joseph M. Tucci
 
$
90,000

 
$
57,708

 
$
55,843

 
$
203,551

Joseph M. Velli
 
$
87,500

 
$
57,708

 
$
55,843

 
$
201,051

 Fees Earned or Paid in Cash (Column (b))
 
The amounts reported in the Fees Earned or Paid in Cash column reflect the annual cash compensation paid to the independent directors during fiscal 2013, whether or not such fees were deferred. Annual cash compensation for independent directors is comprised solely of annual retainers, which are paid in quarterly installments. These retainers are paid for participation on the Board with separate retainers for committee membership. In addition to their committee membership retainers, the chairs of the Audit Committee and Governance and Compensation Committee receive retainers in recognition for their time contributed in preparation for committee meetings. The annual retainers in effect for fiscal 2013 are as follows:
Compensation Element
 
Amount
Annual cash retainer, applicable to all independent directors
 
$
70,000

Audit Committee member annual retainer
 
$
10,000

Governance and Compensation Committee member annual retainer
 
$
7,500

Investment Committee member annual retainer
 
$
5,000

Executive Committee member annual retainer
 
$
5,000

Audit Committee Chair annual retainer
 
$
20,000

Governance and Compensation Committee Chair annual retainer
 
$
12,500

Board cash compensation for the independent directors remains unchanged for fiscal 2013. Mr. Golisano, who is not an independent director, receives an annual retainer of $250,000 for his services as Chairman of the Board, paid in quarterly installments. This annual retainer was increased from an annual retainer of $200,000 in October 2012.

9

Director Compensation

Equity Awards: Stock Awards (Column (c)) and Options Awards
(Column (d))
 
The amounts reported in the Stock Awards and Option Awards columns reflect the grant-date fair value of restricted stock awards and option awards, respectively, granted to each director, and do not reflect whether the recipient has actually received a financial gain from these awards (such as a lapse in the restrictions on a restricted stock award or by exercising stock options). For fiscal 2013, the equity-based compensation structure for independent directors was based on a total value of approximately $115,000 per director, with approximately 50% awarded in the form of stock options and 50% in the form of restricted stock. In July 2012, all independent directors received an annual equity award under the Paychex, Inc. 2002 Stock Incentive Plan, as amended and restated October 13, 2010 (the “2002 Plan”) composed of the following:
 
 
Restricted Stock Awards
 
Option Awards
Grant Date
 
July 12, 2012
 
July 12, 2012
Exercise Price
 
NA
 
$31.50
Quantity
 
1,832
 
15,052
Fair Value (1)
 
$31.50
 
$3.71
Vesting Schedule
 
On the first anniversary of the date of grant.
 
On the first anniversary of the date of grant.
Certain Restrictions
 
Shares may not be sold during the director’s tenure as a member of the Board, except as necessary to satisfy tax obligations.
 
 
Other (2)
 
Upon the discretion of the Board, unvested shares may be accelerated in whole or in part for certain events including, but not limited to, director retirement.
 
Unvested options outstanding upon the retirement of a Board member will be canceled.
(1) 
The fair value of restricted stock awards is determined based on the closing price of the underlying common stock on the date of grant. The fair value of stock option awards is determined using a Black-Scholes option pricing model. The assumptions used in determining the fair value of $3.71 per share for these options were: risk-free rate of 0.8%; dividend yield of 4.3%; volatility factor of 0.24; and expected option term life of 5.5 years.
(2) 
Retirement eligibility for this purpose begins at age 55 or older with ten years of service as a member of the Board.
As of May 31, 2013, each director had the following equity awards outstanding:
Director
 
Restricted
Stock
Outstanding
(Shares)
 
Stock
Options
Outstanding
(Shares)
Joseph G. Doody
 
1,832

 
32,285

David J. S. Flaschen
 
3,754

 
78,706

Phillip Horsley
 
1,832

 
26,520

Grant M. Inman
 
3,754

 
78,706

Pamela A. Joseph
 
3,754

 
58,706

Joseph M. Tucci
 
3,754

 
88,706

Joseph M. Velli
 
3,754

 
55,706


10

Director Compensation

Subsequent Events
 
In July 2013, the Board granted each independent director 12,156 options to purchase shares of the Company’s common stock at an exercise price of $38.89 per share and 1,564 shares of restricted stock. The terms of these awards were similar to the equity awards granted in July 2012. The award quantities are based on an estimated total value of approximately $115,000 per director.
Deferred Compensation Plan
 
We maintain a non-qualified and unfunded deferred compensation plan in which all independent directors are eligible to participate. Directors may elect to defer up to 100% of their Board cash compensation. Gains and losses are credited based on the participant’s selection of a variety of designated investment choices, which the participant may change at any time. We do not match any participant deferral or guarantee a certain rate of return. The interest rates earned on these investments are not above-market or preferential. Refer to the Non-Qualified Deferred Compensation table and discussion within the Named Executive Officer Compensation section of this Proxy Statement for a listing of investment funds available to participants and the annual rates of return on those funds. During fiscal 2013, no directors deferred compensation under the plan.
Benefits
 
We reimburse each director for expenses associated with attendance at Board and committee meetings.
Stock Ownership Guidelines
 
The Governance and Compensation Committee set stock ownership guidelines for our independent directors with a value of four times his or her annual Board retainer, not including any committee retainers. In July 2013, the stock ownership guideline was increased to five times the annual Board retainer. The ownership guidelines were established to provide long-term alignment with stockholders’ interests. The independent directors are expected to attain the ownership guideline within five years after the later of first becoming a director or the initial adoption of the guideline. Directors must hold underlying stock received through restricted stock awards until their service on the Board is complete, with the exception of those shares sold as necessary to satisfy tax obligations. For the purpose of achieving the ownership guideline, unvested restricted stock awarded to the directors is included. All independent directors are compliant with the stock ownership guidelines.
Prohibition on Hedging or Speculating In Company Stock
 
Directors must adhere to strict standards with regards to trading in Paychex stock. They may not, among other things:
speculatively trade in Paychex stock;
short sell any securities of the Company; or
buy or sell puts or calls on the Company’s securities.


11

Corporate Governance

CORPORATE GOVERNANCE

The Board recognizes the fundamental principle that good corporate governance is critical to organizational success and the protection of stockholder value. As such, the Board has adopted a set of Corporate Governance Guidelines as a statement of principles guiding the Board’s conduct. These principles are intended to be interpreted in the context of all applicable laws and the Company's Certificate of Incorporation, By-laws, and other governing documents. A copy of these guidelines can be found on our website at: http://investor.paychex.com/governance.
Board Leadership Structure
 
The Board’s current leadership structure is comprised of:
Chairman of the Board and non-independent director (Mr. Golisano);
the President and CEO as a non-independent director (Mr. Mucci);
an independent director serving as a Lead Independent Director (Mr. Tucci); and
six additional independent directors.
The Board believes this structure provides a well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by independent directors. The Board currently separates the role of Chairman of the Board from the CEO. We believe that the Company is best served by having a Chairman who has in-depth knowledge of the Company’s operations and the industry, but is not involved in the day-to-day operations of the Company. Mr. Golisano’s extensive experience as founder and former CEO qualifies him to lead the Board, particularly as it focuses on strategic risks and opportunities facing the Company.
Our Lead Independent Director has responsibility for conducting regularly scheduled executive sessions of the independent directors and such other responsibilities as the independent directors may assign. Regularly scheduled executive sessions of the independent members of the Board, without members of management present, are held in conjunction with meetings of the Board. As appropriate, matters presented to the Board by the Governance and Compensation Committee are reviewed and discussed in executive session by the independent directors.
Risk Oversight
 
One of the most important functions of the Board is oversight of risks inherent in the operation of the Company’s business. Senior management is responsible for the day-to-day management of risks facing the Company. The Board implements its risk oversight function both as a whole and through delegation to Board committees. The Board receives regular reports from officers on particular risks within the Company, through review of the Company’s strategic plan, and through regular communication with its committees. The Board committees, which meet regularly and report back to the full Board, play significant roles in carrying out the risk management function. In general, the committees oversee the following risks:
The Audit Committee oversees risks related to financial controls; legal, regulatory and compliance risks; data security risk; and fraud risk.
The Investment Committee has established a policy outlining risk-tolerance and detailing requirements for the Company’s investment portfolios, and oversees compliance with that policy.
The Governance and Compensation Committee oversees risks related to compensation programs, as discussed in greater detail on the next page, as well as risks related to corporate governance matters including succession planning, director independence, and related person transactions.

12

Corporate Governance

The responsibilities of each committee are detailed in the individual committee charters, which are available on the Company’s website and are summarized in the “Board Meetings and Committees” section that follows.
The Governance and Compensation Committee regularly reviews the risks and rewards associated with our compensation programs. The programs are designed with features that mitigate risk without diminishing the incentive nature of the compensation. As part of its risk oversight, the Governance and Compensation Committee conducts an annual assessment of risks arising from the Company’s compensation programs. The Governance and Compensation Committee reviewed such programs with its independent compensation consultant. The Governance and Compensation Committee’s assessment included the following:
a review of mitigating factors including the performance metrics used in each compensation arrangement;
the balance of fixed and variable and short-term and long-term compensation; and
stock ownership guidelines, recoupment, and other forfeiture provisions. 
Based on this review, the Governance and Compensation Committee concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.
Board Meetings and Committees
 
Our Corporate Governance Guidelines require that our Board meet at least four times per year. The Board held four meetings and one special meeting via teleconference in fiscal 2013. To the extent practicable, directors are expected to attend all Board meetings and meetings of the committees on which they serve. During fiscal 2013, each director attended more than 90% of the Board meetings and committee meetings on which the director served. Directors are expected to attend the Company's Annual Meetings of Stockholders. All of our current directors attended the 2012 Annual Meeting of Stockholders.
The Board has established four standing committees with the following director assignments and independence determination:
Name
 
Independence (1)
 
Executive
Committee
 
Audit
Committee (2)
 
Investment
Committee
 
Governance and
Compensation
Committee (3)
B. Thomas Golisano
 
 
 
X
 
 
 
 
 
 
Martin Mucci
 
 
 
Chairman
 
 
 
 
 
 
Joseph G. Doody
 
X
 
 
 
X
 
 
 
 
David J. S. Flaschen (4)
 
X
 
 
 
Chairman
 
X
 
X
Phillip Horsley
 
X
 
 
 
 
 
X
 
X
Grant M. Inman
 
X
 
 
 
X
 
Chairman
 
X
Pamela A. Joseph
 
X
 
X
 
X
 
 
 
 
Joseph M. Tucci
 
X
 
 
 
 
 
 
 
Chairman
Joseph M. Velli
 
X
 
X
 
 
 
X
 
X
Number of meetings held by committee during fiscal 2013
 
 
 
1
 
6
 
3
 
3
 
(1) 
Directors are independent within the meaning of applicable SEC and NASDAQ director independence standards.
(2) 
All members of the Audit Committee meet the independence, experience, and other applicable NASDAQ listing requirements and applicable SEC rules regarding independence.
(3) 
All members of the Governance and Compensation Committee meet the NASDAQ independence criteria.
(4) 
Mr. Flaschen qualifies as an “Audit Committee Financial Expert,” as defined by applicable SEC rules.

13

Corporate Governance

Executive Committee   
The primary responsibility of the Executive Committee is to exercise all the powers and authority of the Board except as limited by law.
Audit Committee    
The primary responsibilities of the Audit Committee are to:
serve as an independent and objective party to monitor the Company’s financial reporting process, internal control system, and financial risk management processes;
review the performance and independence of the Company’s independent accountants;
review and appraise the performance of the Company’s internal auditors;
provide an open avenue of communication among the independent accountants, financial and senior management, the internal auditors, and the Board; and
review significant risk exposures and processes to monitor, control, and report such exposures; annually reporting on such information to the Board.
Investment Committee    
The primary responsibilities of the Investment Committee are to:
review the Company’s investment policies and strategies, and the performance of the Company’s investment portfolios; and
determine that the investment portfolios are managed in compliance with the established investment policy.
Governance and Compensation Committee    
The primary responsibilities of the Governance and Compensation Committee are to:
evaluate and determine compensation for the directors, CEO, and senior executive officers;
provide general oversight with respect to governance of the Board, including periodic review and assessment of corporate governance policies;
evaluate compensation policies for mitigating factors on risk that are reasonably likely to have a material adverse effect on the Company;
identify, evaluate, and recommend to the Board candidates for nomination for election to the Board; and
review annually the independence of directors.
The Audit, Investment, and Governance and Compensation Committees’ responsibilities are more fully described in each committee’s charter adopted by the Board, which are accessible on the Company’s website at http://investor.paychex.com/governance. 

14

Corporate Governance

Nomination Process
 
The Governance and Compensation Committee is responsible for recommending candidates to the full Board to either fill vacancies or stand for election at each annual meeting of stockholders. The committee follows the Board’s Nomination Policy, which is included in the Governance and Compensation Committee Charter. The Board does not have a formal policy regarding diversity. However, the Board has determined that it is necessary for the continued success of the Company to ensure that the Board is composed of individuals having a variety of complementary experience, education, training, and relationships relevant to the then-current needs of the Board and the Company.
In evaluating candidates for nomination to the Board, including candidates for nomination recommended by a stockholder, the Nomination Policy requires Governance and Compensation Committee members to consider the contribution that a candidate for nomination would be expected to make to the Board and the Company, based upon the current composition and needs of the Board, and the candidate’s demonstrated business judgment, leadership abilities, integrity, prior experience, education, training, relationships, and other factors that the Board determines relevant. In identifying candidates for nomination to fill vacancies created by the expiration of the term of any incumbent director, the Nomination Policy requires Governance and Compensation Committee members to determine whether such incumbent director is willing to stand for re-election and, if so, to take into consideration the value to the Board and to the Company of their continuity and familiarity with the Company’s business. The Board has previously used a third-party search firm to identify director candidates and the charter authorizes the Governance and Compensation Committee to continue this practice.
The Nomination Policy requires the Governance and Compensation Committee to consider candidates for nomination to the Board recommended by any reasonable source, including stockholders. Stockholders who wish to do so may recommend candidates for nomination by identifying such candidates and providing relevant biographical information in written communications to the Chairman of the Governance and Compensation Committee in accordance with the policy described in the section entitled “Communications with the Board of Directors.”
Policy on Transactions with Related Persons
 
Related persons include our executive officers, directors, director nominees, and holders of more than 5% of our stock, as well as their immediate family members. It is the Company’s policy to avoid transactions with related persons. However, there may be occasions when a transaction with a related person is in the best interest of the Company. The Company’s policies and procedures for review and approval of related-person transactions appear in the Company’s Standards of Conduct, Conflict of Interest, and Employment of Relatives Standards, which are internally distributed, and in the Company’s Code of Business Ethics and Conduct, which is posted on the Company’s website at http://investor.paychex.com/governance.
Officers are required to disclose specified transactions, which include certain financial interests in or relationships with any supplier, customer, partner, subcontractor, or competitor; serving on the board of non-profit organizations; and engaging in any activity that could create the appearance of a conflict of interest, including financial involvement or dealings with employees or representatives of the types of entities listed above. The Company reviews and determines if a conflict of interest exists related to any such transactions. For officers, the Company’s Chief Financial Officer (“CFO”) oversees the review of such transactions.
Members of the Board are required to disclose to the Chairman of the Board or the Chairman of the Governance and Compensation Committee any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, including engaging in any conduct or activities that would impair the Company’s relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.

15

Corporate Governance

The Company’s finance department annually reviews the Company’s listing of related parties for determination of potential related-person transactions that would be disclosable in the Company’s periodic reports or proxy materials under United States (“U.S.”) generally accepted accounting principles (“GAAP”) and SEC rules. The Governance and Compensation Committee is required to consider all questions of possible conflicts of interest of Board members and executive officers, including review and approval of transactions of the Company in excess of $120,000 in which a director, executive officer, or an immediate family member of a director or executive officer has an interest. For fiscal 2013, the following transactions were identified and communicated to the Governance and Compensation Committee:
Mr. Tucci, a member of the Board, is the Chairman and Chief Executive Officer of EMC Corporation. During fiscal 2013, the Company purchased through negotiated transactions approximately $6.5 million of data processing equipment and software from EMC Corporation. Mr. Tucci was not personally involved in the negotiation of these transactions.
Mr. Doody, a member of the Board, is the President for North American Commercial, a significant business segment of Staples, Inc. During fiscal 2013, the Company purchased through negotiated transactions approximately $1.6 million of office supplies from Staples, Inc. Mr. Doody was not personally involved in the negotiation of these transactions.
Governance and Compensation Committee Interlocks and Insider Participation
 
None of the members of the Governance and Compensation Committee were at any time during fiscal 2013, or at any other time, an officer or employee of the Company. Mr. Tucci, a member of the Board, is Chairman of the Governance and Compensation Committee, and is also an executive of EMC Corporation. As previously noted, the Company purchases data processing equipment and software from EMC Corporation. During fiscal 2013, no member of the Governance and Compensation Committee or Board was an executive officer of another entity on whose compensation committee or board of directors an executive officer of Paychex served.
Communications with the Board of Directors
 
The Board has established procedures to enable stockholders and other interested parties to communicate in writing with the Board, including the chairman of any standing committee of the Board. Written communications should be clearly marked: “Stockholder and Other Interested Parties — Board Communication,” and be mailed to Paychex, Inc. at 911 Panorama Trail South, Rochester, New York, 14625-2396, Attention: Corporate Secretary. In the case of communications intended for committee chairmen, the specific committee must be identified. Any such communications that do not identify a standing committee will be forwarded to the Board. The Corporate Secretary will promptly forward all stockholder and other interested party communications to the Board or to the appropriate standing committee of the Board, as the case may be.


16



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors, executive officers, and beneficial owners of more than 10% of the Company’s common stock to file reports of their ownership and changes in their ownership of the Company’s equity securities with the SEC. Based solely on our review of information supplied to the Company and filings made with the SEC, the Company believes that during fiscal 2013, its directors, executive officers, and greater than 10% beneficial owners have complied in a timely manner with all applicable Section 16 filing requirements.
CODE OF BUSINESS ETHICS AND CONDUCT
The Company has a Code of Business Ethics and Conduct that applies to all of its directors, officers, and employees. The Company requires all to adhere to this code in addressing legal and ethical issues that they encounter in the course of doing their work. This code requires our directors, officers, and employees to avoid conflicts of interest, comply with all laws and regulations, conduct business in an honest and ethical manner, and otherwise act with integrity and in the Company’s best interest. All newly hired employees are required to certify that they have reviewed and understand this code. In addition, each year all employees are reminded of and asked to affirmatively acknowledge their obligation to follow the code. The Code of Business Ethics and Conduct is available for review on the Company’s website at http://investor.paychex.com/governance. The Company intends to disclose any amendment to, or waiver from, a provision of its Code of Business Ethics and Conduct that relates to any element of the code of ethics definition enumerated in Item 406 of SEC Regulation S-K by posting such information on its website at the address specified above.

17



PROPOSAL 2  l  ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We are asking our stockholders to provide advisory approval of the compensation of our NEOs. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders an opportunity to express their views on the overall compensation of our NEOs and the philosophy, policies, and practices as described in this Proxy Statement. Before you vote, we encourage you to read the Compensation Discussion and Analysis (“CD&A”) and Named Executive Officer Compensation sections of this Proxy Statement, which provide detailed information on the Company’s compensation policies and practices, and overall compensation of our NEOs.
Compensation Programs Highlights
 
Our executive compensation programs are designed to attract, motivate, and retain highly qualified NEOs, who are critical to our success. We strongly believe that our executive compensation - both pay opportunities and pay actually realized - should be tied to Company performance. Under our compensation programs, the NEOs are rewarded for the achievement of specific annual and longer-term strategic and financial goals of the Company. Some key aspects of our compensation programs that you should consider are:
NEO compensation is evaluated and determined by our Governance and Compensation Committee, which is entirely comprised of independent directors. This committee utilizes the services of an independent consultant to advise them on matters of executive compensation.
Our executive compensation program is designed to implement core compensation principles, including alignment with stockholders’ interests, long-term value creation, and pay-for-performance. On average, 84% of total target compensation for our CEO and 73% of total target compensation for other applicable NEOs for fiscal 2013 was variable, where the amount realized will be dependent on achievement of financial targets or, in the case of certain time-vested equity awards, the value of the Company’s stock.
A mix of annual and long-term incentive programs creates a balance between short-term and long-term focus, reducing risk in the compensation programs.
Our equity-based, long-term incentive awards include a mix of options, time-vested restricted stock awards, and performance shares.
In addition, we have responsible compensation practices that ensure consistent leadership and decision-making, certain of which are intended to mitigate risk. These include:
Stock ownership guidelines for directors and executive officers, designed to align the executives’ long-term financial interests with those of our stockholders.
Prohibition of hedging of the Company’s stock for both directors and executive officers.
A long-standing insider trading policy.
Our Annual Officer Performance Incentive Program (the “annual incentive program”) and equity-based compensation agreements contain certain recoupment, non-compete, and other forfeiture provisions that will allow the Company to cancel all or any outstanding portion of equity awards and recoup the gross value of any payouts under the annual incentive program, vested restricted shares, or profits from exercises of options.

18



Advisory Vote
 
The Governance and Compensation Committee, along with the Board, believe that the policies, procedures, and amounts of compensation discussed here, and described further in this Proxy Statement, are effective in achieving the desired goals of aligning our executive compensation structure with the interests of our stockholders. To indicate approval of our NEO compensation, a majority of the shares present in person or by proxy and entitled to vote at the Annual Meeting must be voted for the proposal.
This say-on-pay vote is advisory, and therefore is not binding on the Company, the Governance and Compensation Committee, or our Board. Our Board values the opinions of our stockholders and, to the extent that there is any significant vote against the NEO compensation as disclosed in this Proxy Statement, we will consider our stockholders’ concerns and the Governance and Compensation Committee will evaluate whether actions are necessary to address these concerns.
The Board of Directors recommends a vote FOR the advisory vote approving the Named Executive Officer compensation, as disclosed in this Proxy Statement.
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
 
Introduction
The CD&A provides you with a description of our executive compensation policies and programs, the decisions made by the Governance and Compensation Committee (the “Committee”) regarding executive compensation, and the factors contributing to those decisions. This discussion focuses on the compensation of our NEOs for fiscal year 2013, who were:
Name
  
Title
Martin Mucci
  
President and Chief Executive Officer (principal executive officer)
Efrain Rivera
  
Senior Vice President, Chief Financial Officer, and Treasurer (principal financial officer)
Mark A. Bottini
  
Senior Vice President, Sales
Michael E. Gioja
  
Senior Vice President, Information Technology, Product Management and Development
Robert Morin
  
Vice President, Major Market Sales
Business and Financial Highlights   
During fiscal 2013, we continued our strategy as a leading provider of payroll, human resource, and benefit outsourcing to small- to medium-sized businesses throughout the U.S. We are focused on driving growth in revenue and profits, through outstanding service enabled by innovative technology solutions for our clients and their employees.
We delivered solid financial results for fiscal 2013. Reported financial results for fiscal 2013 and their respective growth percentages compared to the fiscal year ended May 31, 2012 (“fiscal 2012”) were as follows:
Total service revenue was $2.3 billion, an increase of 5%. Checks per payroll, which has improved for thirteen consecutive quarters, reflected growth of 1.6%.
Operating income, net of certain items (refer to note 1 on the next page), was $863.8 million, an increase of 7%;
Net income was $569.0 million, an increase of 4%; and
Diluted earnings per share was $1.56, an increase of 3%. In the fourth quarter of fiscal 2013, we increased our tax provision related to the settlement of a state income tax matter, which reduced diluted earnings per share by approximately $0.04 per share.

19

CD&A

Note 1: Operating income, net of certain items, differs from what is reported under U.S. GAAP as operating income. Refer to Appendix A for a description of this non-GAAP financial measure and for a reconciliation of this measure to our operating income results as reported under U.S. GAAP.
Other factors considered in evaluating the Company’s performance are as follows:
Execution in operations remained solid, as demonstrated by the highest level of client satisfaction results in our history. Client retention reached our record best, exceeding 81% of our beginning client base for fiscal 2013.
We have made strong progress in the area of sales execution. During fiscal 2013, we added new territories, focused on market segmentation mainly in payroll and retirement services, and increased our development of franchise and banking opportunities.
Progress continued on integrating our leading-edge technology and mobility platform with our world-class customer service through our Paychex Next Generation suite of innovative products. We continued to add more capabilities to our mobility platform making our product the most comprehensive and client-friendly mobility application for information in the market place.
We continued to enhance our software-as-a-service ("SaaS") solutions, positioning ourselves to capture the opportunity from the shift to online and SaaS solutions. Recent acquisitions had SaaS-oriented business models. All of our core clients are on a SaaS platform, and we continued our progress on building out our platform to accommodate more functionality for our mid-market clients.
We returned capital to our stockholders. In October 2012, the Board approved an increase in our quarterly dividend to stockholders of 3% to $0.33 per share. The Board also approved a share repurchase program to opportunistically repurchase company stock through the fiscal year ended May 31, 2014 ("fiscal 2014").
For more information about our fiscal 2013 business results, see the section of our Fiscal 2013 Annual Report on Form 10-K (“Form 10-K”) titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
How Pay is Tied to Company Performance    
Our executive compensation programs are designed to ensure that the interests of the Company's senior leaders are appropriately aligned with those of its stockholders by rewarding performance that meets established business and individual goals. Key features of the program that tie to Company performance are:
A significant portion of our NEO's annual compensation is at risk depending on performance. For fiscal 2013, variable pay represented 84% of target total compensation for our CEO, and 73% of target total compensation on average for our other NEOs.
Variable compensation is comprised of an annual cash incentive program and longer-term equity-based incentives. The longer-term, equity-based compensation consist of performance shares, restricted stock awards, and stock options. Performance shares provide the opportunity for restricted stock to be awarded if pre-established financial goals are met for a two-year performance period. Time-vested stock options and restricted stock awards will provide value based on our stock price performance.
Target compensation for the annual incentive program and performance shares is established at the beginning of the performance period by the Committee. NEOs have an opportunity to earn actual compensation that varies from target based on achievement against pre-established performance metrics.
Performance targets incorporated into our executive compensation programs are established for the metrics of service revenue (a measure of business growth) and operating income, net of certain items (our measure of profitability.)
The financial measures used as targets for the annual incentive program and the performance shares were linked directly to our annual and longer-term strategic business plans that are reviewed and approved by the Board.

20

CD&A

The pay mix at target for our CEO and other NEOs for fiscal 2013 is displayed below.
The following illustrates the three-year directional relationship between Company performance, based on two of our key financial metrics, and the compensation (as defined below) of our CEO.
(1) 
CEO total compensation as reflected in this chart is equal to the amounts reported in the Summary Compensation Table included in the Named Executive Officer Compensation section of this Proxy Statement, with the exception of the amount for fiscal 2012. For fiscal 2012, this chart excludes the impact of a special, one-time Long-Term Incentive Plan ("LTIP") award in the form of performance stock-options granted during that year.
Amounts realized in fiscal 2013 related to performance-based compensation programs for fiscal 2013 and prior years included the following:
Payouts under the annual incentive program for fiscal 2013 were earned at 85% of target for the CEO and 80% of target for Senior Vice Presidents ("SVPs"). Achievement was measured against financial targets established at the beginning of fiscal 2013. Actual results improved over the prior year; however, certain elements were lower than the rigorous targets established for the fiscal year.
The two-year performance period for the performance shares granted in July 2011 ended on May 31, 2013. The financial targets were set at the beginning of this two-year period, and were based on economic trends experienced at that time. Achievement against these targets resulted in restricted shares earned at 90% of target.

21

CD&A

Refer to the section entitled “Elements of Compensation” and the subsections of "Annual Officer Performance Incentive Program" and "Equity-Based Compensation" within this CD&A for a more detailed discussion of variable compensation, performance targets established, and actual results against those targets.
Reported Compensation Versus Pay Actually Realized
The accompanying graph illustrates the difference between reported compensation in the Fiscal 2013 Summary Compensation Table and the pay actually realized by our CEO in fiscal years 2011, 2012, and 2013. We believe this supplemental information is important since a significant portion of reported compensation is an incentive for future performance and realizable only if the Company meets or exceeds the applicable performance measures, or is based on the Company's stock price performance. The primary difference between reported compensation and pay actually realized is related to equity-based awards. In reported compensation, equity-based awards are included in the year granted at grant-date fair value. In pay actually realized, equity-awards are included at the value realized upon lapse of restricted stock awards or exercise of stock option awards.
(1) 
Mr. Mucci became CEO in September 2010. His compensation for fiscal 2011 reflects a partial year from his role as SVP of Operations.
(2) 
Fiscal 2012 includes a one-time LTIP stock option grant, which raised the total reported compensation for our CEO by $2.2 million.
Results of the 2012 Say-on-Pay Vote
At the 2012 Annual Meeting of Stockholders held in October 2012, over 97% of the total stockholder votes cast were in favor of the Company's NEO compensation as presented in our 2012 Proxy Statement. The Committee considered this favorable outcome and believed it conveyed our stockholders' support of the Committee's decisions and the existing executive compensation programs. As we evaluated our compensation practices and talent needs throughout fiscal 2013, we remained mindful of the strong support for our compensation policies and practices communicated by our stockholders at the last annual meeting. As a result, the Committee retained the core design of our executive compensation programs as it believes the program continues to attract, retain, and provide appropriate incentive for

22

CD&A

senior management. At the 2013 Annual Meeting, we will again hold an annual advisory vote to approve NEO compensation and the Committee will continue to consider results from this and future advisory votes to approve NEO compensation.
Highlights of Executive Compensation Practices
The Board maintains governance standards and oversight of our executive compensation policies and practices. The following governance practices were in place during fiscal 2013, and these practices, among other elements of our compensation programs, aid in mitigating risk associated with our compensation programs.
What We Do
 
 
 
 
 
þ
 
Pay for performance. As previously discussed, a significant portion of executive pay is not guaranteed, but rather tied to key financial metrics that are disclosed to our stockholders.
 
 
 
 
 
þ
 
Mitigate undue risk in compensation programs. The executive compensation program includes features that reduce the possibility of the NEOs, either individually or as a group, making excessively risky business decisions that could maximize short-term results at the expense of longer-term value.
 
 
 
 
 
þ
 
Balance of short-term and long-term incentives. Our incentive programs provide an appropriate balance of annual and longer-term incentives.
 
 
 
 
 
þ
 
Capped award payouts. Amounts or shares that can be earned under the annual incentive program, as well as under the longer-term performance share and performance option awards, are capped.
 
 
 
 
 
þ
 
Share ownership guidelines. There are restrictions on sales of vested awards until a NEO has attained ownership of the Company’s stock as follows: CEO – three times base salary; SVPs – two times base salary; and Vice Presidents (“VP”s) – one times base salary.
 
 
 
 
 
þ
 
Include double-trigger change in control provisions. Our Change-in-Control Plan for officers is a “double-trigger” arrangement, requiring change in control and a subsequent termination of employment.
 
 
 
 
 
þ
 
Include recoupment, non-compete, and other forfeiture provisions in our equity-award provisions and annual incentive program. Our annual incentive program and equity-based compensation agreements contain certain recoupment, non-compete, and other forfeiture provisions that will allow the Company to cancel all or any outstanding portion of equity awards and recover the payouts under the annual incentive program, gross value of any vested restricted shares, or profits from exercises of options.
 
 
 
 
 
þ
 
Utilize an independent compensation consulting firm. The committee benefits from its utilization of an independent compensation consulting firm, which provides no other services to the Company.
 
 
 
 
What We Don't Do
 
 
 
 
 
ý
 
No employment agreements. We do not have employment contracts for our NEOs. Employment of all of our executive officers is “at will.”
 
 
 
 
 
ý
 
No significant perquisites. The benefits our NEOs receive in the form of health insurance, life insurance, and Company matching contributions to the 401(k) Plan are the same benefits generally available to all of our employees.
 
 
 
 
 
ý
 
No hedging or short sales transactions permitted. Our executive officers, including NEOs, and directors are prohibited from engaging in any hedging or other similar types of transactions with respect to the Company's common stock.
 
 
 
 
 
ý
 
No dividends or dividend equivalents on unearned performance shares. Performance share awards do not earn or pay dividends until the shares are earned.
Refer to the remainder of this CD&A for a detailed discussion of the overall compensation philosophy, practice, and analysis of elements of the compensation awarded to our NEOs as provided in the Fiscal 2013 Summary Compensation Table, included in the Named Executive Officer Compensation section of this Proxy Statement.

23

CD&A

Objectives of Compensation Program
 
The Company believes in a pay-for-performance approach to NEO compensation. The objectives of our officer compensation program are to tie compensation to our overall financial and strategic objectives; align the interests of NEOs with the interests of our stockholders; reward exceptional individual performance; provide competitive opportunities when compared with companies of comparable size; and attract and retain highly qualified NEOs.
To achieve these objectives, our officer compensation program has been designed to:
closely link to, and deliver pay opportunities based on, Company and individual performance;
base incentives on a focused set of financial, operational, and strategic goals;
provide an appropriate mix of individualized base salary, variable compensation, and short- and long-term incentives to deliver additional compensation opportunity for superior performance and reduced compensation opportunity in periods where performance goals are not achieved; and
provide clear communication to NEOs, stockholders, and other key parties.
Elements of Compensation
 
We use a combination of compensation elements, including base salary, annual incentive program, and equity-based awards delivered under our 2002 Plan. Each element and the related compensation decisions and results for fiscal 2013 are discussed below.
Base Salary
We pay base salaries to attract talented executives and to provide a fixed base of cash compensation. Annually, base salaries are reviewed to determine what, if any, increase is required. Our practice is to make targeted base salary increases as determined necessary based on performance, market information, and scope of responsibilities. For fiscal 2013, Mr. Mucci and Mr. Gioja received base salary increases based on these factors.
Annual Officer Performance Incentive Program
The annual incentive program provides additional opportunity for compensation in the form of short-term pay for performance. The program was established to motivate NEOs to meet the financial goals set by the Company as presented to its stockholders, while maintaining alignment with stockholders’ interests.
The Committee set a goal for net income of $400 million for fiscal 2013 as the minimum performance hurdle for the NEOs to be eligible for payout under the program. The Company achieved the net income goal set by the Committee for fiscal 2013. The annual incentive program is intended to comply with section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") for NEOs affected by the $1 million limitation on deductible compensation. Upon achievement of the minimum eligible performance, payouts under our annual incentive program are determined based upon the satisfaction of certain quantitative and qualitative components.
The quantitative component consists of certain predetermined performance targets, which are established at the beginning of each fiscal year, typically based on the Board-approved fiscal year financial plan. The targets for payout are established by the Committee with consultation of management. They are set at specific financial goals, which are in alignment with stockholders’ interests. The performance targets established are intended to provide a balance between a focus on growing revenue and managing expenses. Once a target is determined, it is set for the year and is normally not changed. For extraordinary circumstances, the Committee reserves the right to apply discretion.

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CD&A

The qualitative component of the annual incentive program consists of individual-specific qualitative goals established at the beginning of the fiscal year based on functions unique to the individual. The CEO can potentially receive 20% of base salary and all other NEOs can potentially receive up to 10% of base salary. The assessment of these goals is subjective and is not always based on quantifiable financial measurements. The Committee may determine, at its sole discretion, whether satisfactory achievement has occurred, regardless of achievement against the pre-established individual goals. At its discretion for fiscal 2013, the Committee awarded NEOs all of the qualitative portion of the awards. The qualitative component of the annual incentive program is not considered material to the overall compensation for each NEO.
The weighting of each quantitative performance target is determined by the Committee when the targets are established, and this weighting varies for each NEO based on the individual’s position. Each of the performance targets applicable to a NEO’s annual incentive program provide the NEO an opportunity to earn a percentage of their annualized base salary based on achievement at threshold, target, and maximum. The total percentage of base salary for all performance measures that the NEOs have the opportunity to earn are as follows:
  
 
Quantitative Component
 
 
Position
 
Threshold
 
Target
 
Maximum
 
Qualitative
Component
CEO
 
30
%
 
100
%
 
180
%
 
20
%
SVP
 
20
%
 
65
%
 
110
%
 
10
%
VP
 
10
%
 
40
%
 
70
%
 
10
%
An NEO has the opportunity to earn a payout at performance below or above target. Thresholds are set as the floor with any achievement below threshold resulting in no payout for the respective performance metric. Maximums are set as a ceiling on the amount of payout a NEO can receive for each performance metric.
The performance metrics for the fiscal 2013 annual incentive program for the NEOs were established as follows:
 
 
Fiscal 2013 Year-over-Year Growth Rates
 
% of Plan Dollars
Bonus Objectives (1)
 
Threshold
 
Target
 
Maximum
 
Threshold
 
Target
 
Maximum
 
Achievement as a % of
Target
Service revenue
 
2
%
 
5
%
 
7
%
 
97.0
%
 
100.0
%
 
101.5
%
 
99.1
%
Operating income, net of certain items
 
2
%
 
6
%
 
9
%
 
96.5
%
 
100.0
%
 
103.0
%
 
100.7
%
New business revenue (2)
 
4
%
 
15
%
 
18
%
 
89.9
%
 
100.0
%
 
102.0
%
 
90.1
%
 
(1) 
The annual incentive program allows for certain adjustments to metrics as reported in our consolidated financial statements. Our performance metrics for fiscal 2013 were adjusted to exclude the impact of immaterial business acquisitions during fiscal 2013.
(2) 
Annualized new business revenue is the approximate amount of revenue to be earned over the first twelve-month period, from the sale in the current fiscal year, of certain payroll, human resource services, and insurance services to new clients and new product sales to existing clients. This measure is not directly calculated from our audited financial statements, as reported service revenue also includes recurring revenue from pre-existing clients. This metric is set to incent executives to strive to exceed the target, given the relationship to recurring revenue.

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CD&A

The NEOs have an opportunity to earn a percentage of base salary for each performance metric established under the quantitative portion of the annual incentive program. Each objective, along with the target percentage of base salary that can be earned for that metric and the actual payout percentage is set forth below, in accordance with calculations per the program.
 
 
Mr. Mucci
 
Mr. Rivera and Mr. Gioja
 
Mr. Bottini
 
Mr. Morin (3)
Bonus Objectives
 
% of Base
Salary at
Target
 
% of Base
Salary
Achieved (1)
 
% of Base
Salary at
Target
 
% of  Base
Salary
Achieved (1)
 
% of Base
Salary at
Target
 
% of Base
Salary
Achieved (1)
 
% of Base
Salary at
Target
 
% of Base
Salary
Achieved (1)
Service revenue
 
30.0
%
 
24.0
%
 
20.0
%
 
15.5
%
 
17.5
%
 
13.8
%
 
8.0
%
 
5.8
%
Operating income, net of certain items
 
40.0
%
 
47.0
%
 
25.0
%
 
29.7
%
 
22.5
%
 
26.6
%
 
10.0
%
 
12.3
%
Annualized new business revenue
 
30.0
%
 
10.4
%
 
20.0
%
 
5.3
%
 
25.0
%
 
7.8
%
 
22.0
%
 
29.2
%
Total quantitative annual incentive
 
100.0
%
 
81.4
%
 
65.0
%
 
50.5
%
 
65.0
%
 
48.2
%
 
40.0
%
 
47.3
%
Qualitative (2)
 
20.0
%
 
20.0
%
 
10.0
%
 
10.0
%
 
10.0
%
 
10.0
%
 
10.0
%
 
15.8
%
Total
 
120.0
%
 
101.4
%
 
75.0
%
 
60.5
%
 
75.0
%
 
58.2
%
 
50.0
%
 
63.1
%
 
(1) 
If the actual achievement under a given performance metric is between two thresholds (e.g. between threshold and target or between target and maximum), then the percentage of base salary achieved would be calculated based on a straight-line interpolation of the achievement level above threshold or target, as appropriate, for such performance metric.
(2) 
The NEOs have an opportunity to earn a percentage of base salary based on individual-specific qualitative goals related to the functions unique to the individual. The Committee may determine, at its sole discretion, whether satisfactory achievement has occurred, regardless of achievement against the pre-established individual goals.
(3) 
Mr. Morin's performance metrics were based on his particular areas of responsibilities for service revenue and annualized new business revenue. He also received an additional qualitative bonus based on his performance.
The actual achievement translated to the incentive payment for our NEOs is as follows:
 
 
Annualized
Base Salary (1)
 
Minimum Potential
Payout (2)
 
Maximum Potential
Payout (2)
 
% of Base
Salary
Achieved
 
Actual Incentive
Compensation
Earned (3)
Martin Mucci
 
$
845,000

 
$

 
$
1,690,000

 
101.4
%
 
$
856,830

Efrain Rivera
 
$
425,000

 
$

 
$
510,000

 
60.5
%
 
$
256,955

Mark A. Bottini
 
$
425,000

 
$

 
$
510,000

 
58.2
%
 
$
247,265

Michael E. Gioja
 
$
375,000

 
$

 
$
450,000

 
60.5
%
 
$
226,725

Robert Morin (4)
 
$
240,000

 
$

 
$
144,000

 
63.1
%
 
$
113,521

 
(1) 
This represents the NEO’s annualized base salary as of May 31, 2013. It will differ from base salary paid for fiscal 2013 reflected in the Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement, due to timing of salary increases, start dates, etc.
(2) 
These columns represents the range of payout that each NEO has the opportunity to earn. The minimum potential payout indicates that no payout is earned if achievement is below threshold. The maximum potential payout is based on the percentage of base salary that each NEO can earn for maximum achievement.
(3) 
Actual incentive compensation earned is calculated as annualized base salary multiplied by the percentage of base salary achieved, and is provided in the 2013 Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement.
(4) 
Mr. Morin's percentage of base salary achieved and potential payout are based on a pro-rated base salary of $180,000 as a result of his start date in August 2012.

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CD&A

Equity-Based Compensation
To align our NEOs interests with the long-term interests of our stockholders, the Company grants equity awards under the 2002 Plan. Annual grants of equity awards to the NEOs are approved during the regularly scheduled meeting of the Committee in July. Historically, the July meeting has been scheduled to occur approximately two weeks after the release of our fiscal year-end earnings and upcoming fiscal year financial guidance. Our trading black-out period normally lifts on the third business day following such release of information. The Committee anticipates continuing its granting practice. The Committee may also grant equity awards to individuals upon hire or promotion to executive officer positions. These equity awards are not granted during any trading black-out periods. Recipients are notified shortly after Committee approval of their grant, noting the number of stock options, shares of restricted stock, target performance shares and goals, the vesting schedule, and exercise price. Any sales restrictions or other terms of the award are also communicated at that time.
In July 2012, the Committee made an annual equity grant that was a blend of stock options, time-vested restricted stock, and performance shares. The quantity of awards was based on an estimated total value, as determined by the Committee, with that total value split 30% to stock options, 50% to performance shares, and 20% to restricted stock. A larger portion of the value of the equity was in at-risk, performance-based awards in the form of performance shares and stock options. The balance of equity awards in the form of time-vested restricted stock was granted for retention purposes. The quantity delivered was adjusted by the Committee at its discretion for individual performance and future potential considerations.
The following equity-based compensation was granted in July 2012 for all NEOs except for Mr. Morin, whose awards were granted in September 2012:
NEO
 
Performance
Shares
(at Target)
 
Option
Awards
 
Time-Vested
Restricted
Stock Awards
 
Performance
Option Award
Under LTIP
(at Target)
Martin Mucci
 
61,284

 
274,869

 
22,307

 

Efrain Rivera
 
13,132

 
58,901

 
4,780

 

Mark A. Bottini
 
13,132

 
58,901

 
4,780

 

Michael E. Gioja
 
13,132

 
58,901

 
4,780

 

Robert Morin (1)
 

 
34,314

 
4,217

 
80,000

 . 
(1) 
Mr. Morin was hired in August 2012 and was granted his equity-based awards in September 2012, after the expiration of the standard quarterly black-out period. Due to the time of his hire, no performance shares were awarded in fiscal 2013. He did receive a one-time LTIP award in the form of performance stock options. This one-time LTIP award was granted to the other NEOs in fiscal 2012.
Options Awards
The exercise price of stock options is typically the closing market price, but never less than 100% of fair market value, on the date of the grant. The stock options vest annually in 25% increments over four years and have a term of 10 years.
Time-Vested Restricted Stock Awards
The time-vested restricted shares lapse on a pro-rata basis over three years.

27

CD&A

Performance Shares
Perfomance shares are designed to provide variable compensation that is focused on longer-term results. Performance shares have a two-year performance period to determine the number of restricted shares to be issued. The NEO must serve for one additional year for the restrictions to lapse. The performance targets as set by the Board are based on service revenue and operating income, net of certain items, as projected in the strategic planning process. The Committee established performance targets intended to be appropriately challenging at all levels, including the threshold level, but attainable with increasing difficulty for each level beyond threshold. The threshold level was expected to be appropriately challenging but achievable under normal circumstances. The target level would be achieved if the Company performed as expected under our strategic plan for the two-year period. The maximum level would be achievable only with exceptional performance.
The two-year performance period for performance shares granted in July 2011 was completed at the end of fiscal 2013. The shares earned were based on achievement against pre-established goals for the performance period as follows:
 
 
Two-Year Performance Targets Established
 
Actual Achievement
Performance Goal
$ In Millions
 
Threshold
 
Target
 
Maximum
 
($)
 
% of Target
Service revenue (1)
 
$
4,363

 
$
4,593

 
$
4,731

 
$
4,465

 
97
%
Operating income, net of certain items (2)
 
$
1,584

 
$
1,668

 
$
1,718

 
$
1,676

 
101
%
Percent of plan
 
95
%
 
100
%
 
103
%
 
 
 
 
Payout as a percent of target
 
50
%
 
100
%
 
150
%
 
 
 
90
%
(1) 
Service revenue as calculated under the performance award agreement excludes the impact of acquisitions during the performance period. Refer to Appendix A for a reconciliation of service revenue as calculated for the performance period to service revenue reported in our consolidated financial statements.
(2) 
Operating income, net of certain items, is a non-GAAP measure. In addition, this measure as calculated under the performance award agreement excludes the impact of business acquisitions during the performance period. Refer to Appendix A for a description of this non-GAAP measure and a reconciliation of the amount for the performance period to the related GAAP measure.
Service revenue was slightly lower than target. Our operating income, net of certain items, exceeded target due to management of expenses and productivity in operations over the past two years. These targets were established at the beginning of the two-year performance period and were based on economic trends experienced at that time. As a result of their performance against these pre-established goals, in July 2013 our NEOs received restricted shares at a quantity of 90% of the target level. The restrictions on these shares will lapse after an additional one-year service period. These performance shares, granted in July 2011, were reflected at grant-date fair value in the NEO compensation for fiscal 2012 in the Summary Compensation Table, contained in the Named Executive Officer Compensation section of this Proxy Statement.
Information regarding the equity-based awards granted to the NEOs in fiscal 2013 and in prior years are detailed in the Named Executive Officer Compensation tables included in this Proxy Statement.
Stock Ownership Guidelines
The Committee has established stock ownership guidelines as follows:
Position
 
Requirement
CEO
 
3X base salary
SVPs
 
2X base salary
VPs
 
1X base salary

28

CD&A

For any awards granted after July 2011, there are restrictions on sales of such vested awards until the officer has attained the applicable stock ownership level. The ownership guidelines were established to provide long-term alignment with stockholders’ interests. For the purposes of achieving the ownership guideline, unvested restricted stock awarded to the executive officers is included. All officers have been compliant with the guidelines.
Prohibition on Hedging and Speculatively Trading in Company Stock    
NEOs of the Company must also adhere to strict standards with regards to trading in the Company’s stock. Also, the Company prohibits executive officers from hedging the Company’s stock. They may not, among other things:
speculatively trade in the Company’s stock;
short sell any securities of the Company; or
buy or sell puts or calls on the Company’s securities.
Recoupment, Non-Compete, and Other Forfeiture Provisions   
In the annual incentive program, there is a clause that allows the Company to recoup all or a portion of the payouts under the annual incentive program, if those payouts were based on financial statements that are subsequently subject to restatement and where fraud or misconduct was involved. The Company will, to the extent permitted by governing law, require reimbursement of a portion of any compensation received where:
the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a substantial restatement;
the participant engaged in fraud or misconduct that caused or partially caused the need for the substantial restatement; and
a lower payment would have been made based upon the restated financial results.
In each such instance, the Company will, to the extent practicable, seek to recover the amount by which the individual participant’s compensation for the relevant period exceeded the lower payment that would have been made based on the restated financial results, plus a reasonable rate of interest.
Our equity-based compensation agreements state that following termination of employment, certain benefits (including equity-based compensation) will be forfeited if the NEO engages in activities adverse to the Company. These activities include:
competition with the Company during a specified period after termination of employment;
solicitation of the Company’s clients or employees during a specified period after termination of employment;
breach of confidentiality either during or after employment; or
engaging in conduct which is detrimental to the Company during the NEO’s employment with the Company.
Should any of these activities occur, the Company may cancel all or any outstanding portion of the equity awards subject to this provision, and recover the gross value of any vested restricted shares, including all dividends. In the case of non-qualified stock options, the Company may suspend the NEO’s right to exercise the option and/or may declare the option forfeited. In addition, the Company may seek to recover all profits from certain prior exercises as liquidated damages and pursue other available legal remedies.

29

CD&A

Perquisites    
Our NEOs receive benefits in the form of vacation, health insurance, life insurance, Company matching contributions to the 401(k) Plan when such contributions are in effect, and other benefits, which are generally available to all our employees. We do not provide our NEOs with pension arrangements, post-retirement health coverage, or other similar benefits, with the exception of access to a non-qualified and unfunded deferred compensation plan.
Deferred Compensation
We offer a non-qualified and unfunded deferred compensation plan to our NEOs. The deferred compensation plan is intended to supplement the NEO’s 401(k) Plan account. Due to limitations on the 401(k) Plan accounts placed by the Internal Revenue Service, this plan allows for further savings toward retirement for the NEOs and functions similarly to the 401(k) Plan account. Refer to the Non-Qualified Deferred Compensation discussion included in the Named Executive Officer Compensation section of this Proxy Statement for more information on how our deferred compensation plan functions.
Change In Control Plan    
Effective April 6, 2011, the Board approved a Change in Control Plan covering the officers of the Company. Upon Involuntary Termination within 12 months following a Change in Control, the officer becomes entitled to certain severance benefits. Refer to the Potential Payments upon Termination or Change In Control discussion within the Named Executive Office Compensation section of this Proxy Statement for further information.
Compensation Decision Process
 
Role of the Compensation Consultant    
As outlined in its charter, the Committee has the authority to retain consultants and advisors, at the Company’s expense, to assist in the discharge of the Committee’s duties. The Committee can retain and dismiss such consultants and advisors at any time. The Committee’s consultants report directly to the Committee and have direct access to the Committee through the Committee’s chair. The Committee requires that any consultant it retains cannot be utilized by management for other purposes. Although management, particularly the VP of Human Resources and Organizational Development, may work closely with the Committee’s consultant, the consultant is ultimately accountable to the Committee on matters related to executive compensation.
The Committee retains the services of Steven Hall & Partners (“Steven Hall”) as its independent compensation consultant. Steven Hall has not provided any services to the Company prior to or subsequent to being retained as compensation consultant to the Committee. The Committee was solely responsible for the decision to retain Steven Hall as its consultant. Steven Hall advises the Committee on matters of NEO compensation, assists the Committee with analysis and research, and updates the Committee on evolving best practices in compensation. While Steven Hall may express an opinion on compensation matters, the Committee is solely responsible for setting the type and amount of compensation for NEOs.
The Committee recognizes that it is essential to receive objective advice from its compensation consultants. The Committee closely examines the procedures and safeguards that its compensation consultants take to ensure that the compensation consulting services are objective. The Committee has assessed the independence of Steven Hall pursuant to SEC rules and concluded that Steven Hall's work for the Committee does not raise any conflict of interest. In making this assessment, the Committee took into consideration the following factors:
that the compensation consultant reports directly to the Committee, and the Committee has the sole power to terminate or replace its compensation consultant at any time;

30

CD&A


the compensation consultant does not provide any other services to the Company;
aggregate fees paid by the Company to the compensation consultant, as a percentage of the total revenue of the compensation consultant;
the compensation consultant's policies and procedures designed to prevent conflicts of interest;
any business or personal relationships between the compensation consultant, on one hand, and any member of the Committee or executive officer, on the other hand; and
whether the compensation consultant owns any shares of the Company's stock.
Role of Governance and Compensation Committee and Management
As part of the Committee’s responsibility to evaluate and determine NEO compensation, on an annual basis the Committee:
reviews the companies in our comparative Peer Group, a group of companies with comparable financial information or who are direct competitors of Paychex, for any changes;
reviews base salaries for adjustments, if any;
establishes and approves the performance targets and payouts under incentive-based programs and awards;
grants equity awards under our 2002 Plan; and
considers the impact of section 162(m) of the Code.
The Committee continues to review each of the elements of compensation annually to ensure that compensation is appropriate and competitive to attract and retain a high-performing executive team. The Committee, in making its decisions, targets an equitable mix of compensation. The Committee utilizes various sources of information to evaluate our NEO compensation, including, but not limited to, compensation consultant reports and analysis; benchmarking information with NEOs at Peer Group companies; and internal management reports. The Committee reviews an analysis of NEO pay compared to that of NEOs within our Peer Group to assess all the compensation elements. The Committee strives for our NEOs’ compensation to be competitive with our Peer Group. The information provided by the compensation consultant indicates whether our compensation package, if target performance is achieved, is comparable to the median compensation of our Peer Group, given current competitive practices, overall best practices, and other compensation and benefit trends.
Annually, management provides the Committee a summary for the upcoming fiscal year of total cash compensation and equity awards (based on grant-date fair value) for all officer levels, from VP to CEO. The summary is used to evaluate compensation recommendations and the impact to total compensation for each individual.
Management also provides the Committee on an annual basis a three-year history of total compensation for all officers, including cash, annual incentive program payout, and equity-based compensation. This history provides a more complete picture of the trend of compensation to executive officers, both as a team and as individuals. This summary facilitates discussion that more accurately details individual officer compensation, noting differences that reflect officer tenure, performance, and position in the management structure.
The Committee uses these management updates along with peer information, where available, as tools to evaluate executive compensation. This information is reviewed in a subjective manner. There is no implied direct or formulaic linkage between peer information and the Committee’s compensation decisions.
Our CEO and our VP of Human Resources and Organizational Development provide recommendations to the Committee on design elements for compensation. These individuals, and from time to time invited guests including

31

CD&A

other officers, will be in attendance at the meetings of the Committee to present and respond to questions on current or proposed plan design. Annually, our CEO reviews achievement of the recently completed fiscal year’s plan and also presents recommendations regarding: salary for each of the NEOs (other than himself), the upcoming fiscal year’s annual incentive program structure, and equity awards. Management is excluded from executive sessions of the Committee where final decisions on compensation are made, particularly those on our CEO’s performance and compensation. Executive sessions occur at each meeting of the Committee.
Peer Group
Compensation for our officers is most closely compared to our Peer Group, for positions where such information is available. The Committee assesses total compensation at the median of the Peer Group, even though Paychex performs above the median of its Peer Group in most financial categories as shown in the following table. Peer Group comparisons were available for the positions of Mr. Mucci, CEO, and Mr. Rivera, CFO, both of whom have total compensation that falls below the median of the Peer Group. For the remaining NEOs, compensation was compared to the average NEO compensation, excluding the CEO and CFO positions, for our Peer Group. Peer Group benchmarking is not the sole determining factor in the Committee’s decisions on compensation, and the Committee reserves the discretion to adjust compensation based on other factors as previously discussed. The Peer Group companies are not necessarily limited to the markets in which Paychex does business. The Peer Group is comprised of the following industries or segments: a direct competitor in the payroll industry, financial transaction management companies, and business services and outsourcing companies.
Our current Peer Group consists of the following companies:
Compensation Peer Group
Automatic Data Processing, Inc.
 
Moody’s Corporation
Broadridge Financial Solutions, Inc.
 
Robert Half International Inc.
DST Systems, Inc.
 
TD AMERITRADE Holding Corporation
Fiserv, Inc.
 
The Brink’s Company
Global Payments Inc.
 
The Dun & Bradstreet Corporation.
H&R Block, Inc.
 
The Western Union Company
Intuit Inc.
 
Total System Services, Inc.
Iron Mountain Incorporated
 


 
Comparison with Compensation Peer Group
$ In Millions
 
Net Income
 
Market Capitalization at Fiscal Year-End
 
Revenue
 
Net Income as a % of Revenue
Paychex
 
$
569

 
$
13,604

 
$
2,326

 
24
%
Peer Median
 
$
379

 
$
6,735

 
$
2,818

 
13
%
Paychex Percentile Rank
 
60
%
 
87
%
 
13
%
 
93
%

The Committee annually reviews and approves the selection of Peer Group companies, adjusting the group from year to year based upon our business and changes in the Peer Group companies’ business or the comparability of their metrics. The Peer Group may also be adjusted in the event of mergers, acquisitions, or other significant economic changes. During fiscal 2013, the Committee made the decision to remove Equifax, Inc. from our Peer Group, as the Committee determined that the executive compensation program was not in alignment in comparison to the Peer Group in its entirety. For more information regarding how we compare on selected criteria to our Peer Group, refer to Appendix B of this Proxy Statement.

32

CD&A

CEO Compensation
 
It is the responsibility of the Committee to evaluate Mr. Mucci’s performance annually and determine his total compensation. Mr. Mucci receives compensation based on his leadership role and the overall performance of the Company. Mr. Mucci’s compensation for fiscal 2013 as reflected in the Summary Compensation Table, included in the Named Executive Officer Compensation section of this Proxy Statement, is as follows:
Base salary of $845,000. The Committee made the decision to increase Mr. Mucci's base salary for fiscal 2013 to move it toward the median in recognition of his increasing tenure and solid performance.
He earned a payout under the annual incentive program of 85% of target.
Mr. Mucci was granted an annual equity award comprised of 61,284 performance shares at target, 274,869 stock options with vesting pro-rata over four years, and 22,307 shares of time-vested restricted stock with vesting over three years.
Mr. Mucci’s compensation remains below median when compared to that of the CEOs within our Peer Group. The Committee will continue to assess and make adjustments to Mr. Mucci’s compensation to move it toward the median as his tenure as CEO continues.
Subsequent Events
 
In July 2013, the following equity-based compensation was granted to the NEOs.
 
 
Performance
Shares at
Target
 
Option
Awards
 
Time-Vested
Restricted
Stock  Awards
Martin Mucci
 
54,831

 
237,844

 
20,397

Efrain Rivera
 
12,428

 
53,911

 
4,623

Mark A. Bottini
 
12,428

 
53,911

 
4,623

Michael E. Gioja
 
12,428

 
53,911

 
4,623

Robert Morin
 
6,214

 
26,956

 
2,312

The award quantities granted were determined based on a total estimated value, split between stock options, time-vested restricted stock, and performance shares. The terms of the awards were similar to those granted in July 2012. The quantity delivered for the NEOs was adjusted by the committee at its discretion for individual performance and future potential considerations.
Impact of the Internal Revenue Code
 
Section 162(m) of the Code generally limits the tax deductibility of compensation paid to certain officers to $1 million per year, unless specified requirements are met. The Committee has carefully considered the impact of this provision as one factor among others in structuring NEO compensation. At this time, it is the Committee’s intention to continue to compensate all NEOs based on overall performance. The Committee expects that most compensation paid to NEOs will qualify as a tax-deductible expense, but makes no representation as to the deductibility of any item of NEO compensation.

33

CD&A

THE GOVERNANCE AND COMPENSATION COMMITTEE REPORT
The Governance and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in the Proxy Statement with management. Based on such review and discussion, the Committee recommends to the Board that the Compensation Discussion and Analysis be included in the Proxy Statement and the Company’s Form 10-K for fiscal 2013.
The Governance and Compensation Committee:
Joseph M. Tucci, Chairman
David J. S. Flaschen
Phillip Horsley
Grant M. Inman
Joseph M. Velli


34

NEO Compensation

NAMED EXECUTIVE OFFICER COMPENSATION

FISCAL 2013 SUMMARY COMPENSATION TABLE
The table below presents the total compensation paid or earned by each of the NEOs.
Name and Principal Position
(a)
 
Fiscal
Year
(b)
 
Salary
(c)
 
Bonus
(d)
 
Stock
Awards
(e)
 
Option
Awards
(f)
 
Non-Equity
Incentive Plan
Compensation
(g)
 
All Other
Compensation
(h)
 
Total
(i)
Martin Mucci
President and CEO
 
2013
 
$
870,231

 
$

 
$
2,489,381

 
$
1,033,507

 
$
856,830

 
$
10,329

 
$
5,260,278

 
2012
 
$
800,000

 
$

 
$
2,193,337

 
$
3,137,592

 
$
819,280

 
$
83,936

 
$
7,034,145

 
2011
 
$
666,237

 
$

 
$
1,194,353

 
$
726,983

 
$
736,915

 
$
4,900

 
$
3,329,388

Efrain Rivera
Senior Vice President, CFO, and Treasurer
 
2013
 
$
441,346

 
$

 
$
533,428

 
$
221,468

 
$
256,955

 
$
4,612

 
$
1,457,809

 
2012
 
$
405,385

 
$

 
$
471,581

 
$
1,302,296

 
$
267,028

 
$

 
$
2,446,290

Mark A. Bottini
Senior Vice President, Sales
 
2013
 
$
441,346

 
$

 
$
533,428

 
$
221,468

 
$
247,265

 
$
5,394

 
$
1,448,901

 
2012
 
$
245,192

 
$
200,000

 
$
214,996

 
$
1,233,751

 
$
267,028

 
$

 
$
2,160,967

Michael E. Gioja
Senior Vice President, Information Technology and Product Development
 
2013
 
$
381,346

 
$

 
$
533,428

 
$
221,468

 
$
226,725

 
$
5,481

 
$
1,368,448

 
2012
 
$
318,596

 
$

 
$
471,581

 
$
1,302,296

 
$
204,198

 
$
16,863

 
$
2,313,534

 
2011
 
$
271,692

 
$

 
$
252,891

 
$
71,016

 
$
158,536

 
$
1,077

 
$
755,212

Robert Morin
Vice President, Major Market Sales
 
2013
 
$
180,000

 
$

 
$
140,004

 
$
450,401

 
$
113,521

 
$

 
$
883,926

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Salary (Column (c))
 
The amount reported in the Salary column reflects the base salary paid to the NEOs during the fiscal year. For fiscal 2013, there were 27 bi-weekly pay periods paid compared to 26 bi-weekly periods in fiscal 2012 and 2011.
Bonus (Column (d))
 
The amount reported in the Bonus column for fiscal 2012 reflects a signing bonus Mr. Bottini was awarded of $200,000 upon his accepting the position of SVP of Sales in October 2011.

Stock Awards (Column (e))
 
The amounts in the Stock Awards column include the grant date fair value of both time-vested restricted stock awards and performance shares granted during the respective fiscal year, and do not reflect whether the recipient has actually realized a financial gain from such awards (such as lapse in the restrictions on a restricted stock award).

35

NEO Compensation

Time-Vested Restricted Stock Awards
The fair value of the time-vested restricted stock awards is determined based on the closing price of the underlying common stock on the date of grant. The resulting fair values were $31.65 per share, $31.34 per share, and $26.02 per share for the restricted stock awards granted annually in July of fiscal years 2013, 2012, and 2011, respectively. This applies to all awards reflected in the table except for Mr. Morin's and Mr. Bottini's grants upon hire. Mr. Morin received his award on September 27, 2012 at a fair value of $33.20 per share. Mr. Bottini received his award on October 17, 2011 at a fair value of $28.06 per share. Refer to the Grants of Plan-Based Awards For Fiscal 2013 table included in this Proxy Statement for further information on restricted stock awards granted in fiscal 2013.
Performance Shares
Performance share awards are reflected in the table assuming target achievement. The grant-date fair value of these awards at target achievement, as reflected in the table, and also at maximum achievement is as follows:
 
 
Fiscal 2013
 
Fiscal 2012
 
Fiscal 2011
 
 
Target
 
Maximum
 
Target
 
Maximum
 
Target
 
Maximum
Martin Mucci
 
$
1,783,364

 
$
2,675,047

 
$
1,572,116

 
$
2,358,159

 
$
831,128

 
$
1,246,668

Efrain Rivera
 
$
382,141

 
$
573,212

 
$
338,010

 
$
507,015

 
$

 
$

Mark A. Bottini
 
$
382,141

 
$
573,212

 
$

 
$

 
$

 
$

Michael E. Gioja
 
$
382,141

 
$
573,212

 
$
338,010

 
$
507,015

 
$
175,377

 
$
263,054

Robert Morin
 
$

 
$

 
$

 
$

 
$

 
$

These awards have a two-year performance period, followed by an additional year of service required. The fair value of these awards is determined based on the closing price of the underlying common stock on the date of grant, adjusted for the present value of expected dividends over the performance period. The resulting fair value was $29.10 per share and $28.87 per share for performance shares awarded in fiscal 2013 and fiscal 2012, respectively. For fiscal 2011, awards in July 2010 had a fair value of $23.55 per share and Mr. Mucci's additional award in October 2010 upon promotion to CEO had a fair value of $25.12 per share. Mr. Morin was not granted performance shares upon his hire in August 2012 and Mr. Bottini was not granted performance shares upon his hire in October 2011.
Option Awards (Column (f))
 
The amounts in the Option Awards column reflect the grant date fair value for stock options granted and one-time LTIP awards in the form of non-qualified performance stock options awarded during the respective fiscal years and do not reflect whether the recipient has actually realized a financial gain from such awards (such as by exercising stock options). The following table details the components of the options awarded during fiscal 2013 and fiscal 2012. For fiscal 2011, the amounts in this column reflect only time-vested stock options.The grant-date fair value related to the LTIP and the annual stock option grant, which together make up the total option awards, are as follows:
 
 
Fiscal 2013
 
Fiscal 2012
Grant-Date Fair Value
 
One-Time
LTIP Grant
 
Annual
Option Grant
 
Total Option
Grants
 
One-Time
LTIP Grant
 
Annual
Option Grant
 
Total Option
Grants
Martin Mucci
 
$

 
$
1,033,507

 
$
1,033,507

 
$
2,202,500

 
$
935,092

 
$
3,137,592

Efrain Rivera
 
$

 
$
221,468

 
$
221,468

 
$
1,101,250

 
$
201,046

 
$
1,302,296

Mark A. Bottini
 
$

 
$
221,468

 
$
221,468

 
$
1,018,750

 
$
215,001

 
$
1,233,751

Michael E. Gioja
 
$

 
$
221,468

 
$
221,468

 
$
1,101,250

 
$
201,046

 
$
1,302,296

Robert Morin
 
$
310,400

 
$
140,001

 
$
450,401

 
$


$

 
$


36

NEO Compensation

Annual Option Grant
The fair value for the annual grant of time-vested stock options reflected in the table above was determined using a Black-Scholes option pricing model. The assumptions and resulting per share fair value for option grants included in the amounts disclosed are as follows:
 
 
September
2012
 
July
2012
 
October
2011
 
July
2011
 
October
2010
 
July
2010
Risk-Free Interest Rate
 
1.0
%
 
1.0
%
 
1.7
%
 
2.4
%
 
1.7
%
 
2.5
%
Dividend Yield
 
4.1
%
 
4.3
%
 
4.3
%
 
4.2
%
 
4.3
%
 
4.2
%
Volatility Factor
 
0.23

 
0.23

 
0.26

 
0.23

 
0.25

 
0.24

Expected Option Term Life in Years
 
6.5

 
6.5

 
6.5

 
6.5

 
6.5

 
6.5

Fair Value
 
$
4.08

 
$
3.76

 
$
4.19

 
$
4.53

 
$
3.94

 
$
3.97

One-Time LTIP Grant
A one-time LTIP grant was originally made in July 2011 in the form of non-qualified performance stock options in order to encourage the executives in achieving longer-term strategic goals. Subsequent to July 2011, grants were made under this LTIP only for newly hired executive officers. These options may vest based on performance against targets for the fiscal year ended May 31, 2016 ("fiscal 2016"), with potential acceleration of vesting of up to one-half of the options if targets for fiscal 2014 are achieved.
The grant-date fair value of the one-time LTIP awards are reflected in the table above assuming target achievement (target is also the maximum achievement). The fair value was determined using a Black-Scholes option pricing model for each potential vesting tranche. The assumptions and resulting fair value for each potential vesting tranche included in the amounts disclosed are as follows:
 
 
September 2012
(Mr. Morin)
 
October 2011
(Mr. Bottini)
 
July 2011
(all other NEOs)
 
 
Fiscal 2014
Vesting
Tranche
 
Fiscal 2016
Vesting
Tranche
 
Fiscal 2014
Vesting
Tranche
 
Fiscal 2016
Vesting
Tranche
 
Fiscal 2014
Vesting
Tranche
 
Fiscal 2016
Vesting
Tranche
Risk-Free Interest Rate
 
0.5
%
 
0.8
%
 
1.2
%
 
1.7
%
 
1.8
%
 
2.4
%
Dividend Yield
 
4.1
%
 
4.1
%
 
4.3
%
 
4.3
%
 
4.2
%
 
4.2
%
Volatility Factor
 
0.24

 
0.24

 
0.26

 
0.26

 
0.24

 
0.23

Expected Option Term Life in Years
 
4.0

 
5.5

 
5.0

 
6.5

 
5.0

 
6.5

Fair Value
 
$
3.75

 
$
4.01

 
$
3.96

 
$
4.19

 
$
4.21

 
$
4.60

Non-Equity Incentive Plan Compensation (Column (g))
 
The amounts in this column are the amounts earned under the annual incentive program. These amounts were paid in July following the applicable fiscal year end. Refer to the discussion in the CD&A "Elements of Compensation", subsection "Annual Officer Performance Incentive Program" for information on performance targets and achievement against those targets to determine the amount earned under this program for fiscal 2013.
All Other Compensation (Column (h))
 
The amounts reported in the All Other Compensation column include the Company matching contributions under the 401(k) Plan. Beginning in January 2011, a Company matching contribution was reinstated after a suspension of the employer match in April 2009.
For fiscal 2012, this column also reflects a payment of $75,200 for Mr. Mucci resulting from a change in the vacation policy for executive officers. Also for fiscal 2012, this column reflects amounts incurred on behalf of Mr. Gioja of $10,617 in relocation expenses including a minimal tax gross-up of $62.

37

NEO Compensation

GRANTS OF PLAN-BASED AWARDS FOR FISCAL 2013
The table below presents estimated possible payouts under the Company’s annual incentive program for fiscal 2013 based on achievement of performance objectives at various levels for the Company and individual NEOs. It also summarizes equity awards granted during fiscal 2013 to each of the NEOs. This information does not set forth the actual payout awarded to the NEOs for fiscal 2013.
 
 
 
 
 
 
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards
 
Estimated Future Payouts
Under Equity Incentive
Plan Awards
 
All
Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
 
All Other
Option
Awards:
Number
of
Securities
Underlying
Options
 
Exercise
or
Base
Price
of
Option
Awards
 
Grant-
Date
Fair
Value
of Stock
and
Option
Awards
Name
(a)
 
Grant Type
(b)
 
Grant
Date
(c)
 
Threshold
($)
(d)
 
Target
($)
(e)
 
Maximum
($)
(f)
 
Threshold
(#)
(g)
 
Target
(#)
(h)
 
Maximum
(#)
(i)
 
(#)
(j)
 
(#)
(k)
 
($/Sh)
(l)
 
($)
(m)
Martin Mucci
 
Annual Incentive Program
 
7/11/2012
 
$
422,500

 
$
1,014,000

 
$
1,690,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restricted Stock
 
7/11/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
22,307

 
 
 
 
 
$
706,017

 
Performance Shares
 
7/11/2012
 
 
 
 
 
 
 
45,963

 
61,284

 
91,926

 
 
 
 
 
 
 
$
1,783,364

 
Stock Option
 
7/11/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
274,869

 
$
31.65

 
$
1,033,507

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Efrain Rivera
 
Annual Incentive Program
 
7/11/2012
 
$
127,500

 
$
318,750

 
$
510,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restricted Stock
 
7/11/2012
 
 
 
 
 
 
 
 
 
 
 
 
 
4,780

 
 
 
 
 
$
151,287

 
Performance Shares
 
7/11/2012
 
 
 
 
 
 
 
9,849

 
13,132

 
19,698

 
 
 
 
 
 
 
$
382,141

 
Stock Option
 
7/11/2012