PAYXNasdaqSEC EDGAREDGAR

PAYCHEX INC

Services-Engineering, Accounting, Research, Management·ROCHESTER, NY·FY end 05/31·CIK 723531

Board of Directors

10 members · 8 independent · FY 2025
DirectorRoleTenureAgeCommitteesIndep.Annual fees
Martin MucciChair15y65Executive
Thomas F. BonadioDirector8y76AuditCorporate Development AdvisoryInvestment
Joseph G. DoodyDirector15y73CompInvestmentNCG
John B. GibsonCEO and Director3y59Corporate Development AdvisoryExecutive
Pamela A. JosephDirector7y66CompCorporate Development AdvisoryExecutiveNCG
Theresa M. PaytonDirector2y58Audit
Kevin A. PriceDirector4y65AuditNCG
Joseph M. TucciLead Independent Director25y78CompExecutiveNCG
Joseph M. VelliDirector18y67CompCorporate Development AdvisoryExecutiveInvestment
Kara WilsonDirector8y55AuditCorporate Development Advisory

Risk-factor diff

FY 2025 10-K vs. FY 2024
+26 new18 removed

Net-new paragraphs in the most recent 10-K's Item 1A. Companies rarely add risk language without a real reason — additions here are often a leading signal of management concerns.

NEW · FY 2025

Our solutions rely on software and computing systems, including generative AI solutions, that can encounter development delays, complexities with integrating new technologies, and the underlying software may contain undetected errors, bias, viruses, or defects. Defects in our solutions, errors or delays caused by our solutions and generative AI solutions not working as anticipated could result in additional development costs, diversion of technical and other resources from our other development efforts, loss of credibility with current or potential clients, harm to our reputation and exposure …

NEW · FY 2025

effect on our business. The increasing velocity of disruptive innovations involving cyberattacks, security vulnerabilities, unintended data exposure, and Internet disruptions enabled by new and

NEW · FY 2025

: We collect, use, and retain increasingly large amounts of personal information about our clients, employees of our clients, our employees, and other third parties, including: bank account, credit card, and social security numbers, tax return information, health care information, retirement account information, payroll information, system and network passwords, and other sensitive personal and business information. At the same time, the continued occurrence of high-profile cyber and ransomware attacks and data breaches provides evidence of an external environment increasingly hostile to infor…

NEW · FY 2025

If our systems are disrupted or fail for any reason, or if our systems are infiltrated by unauthorized persons, the Company, our clients and employees of our clients could experience data loss, financial loss, harm to reputation, or significant business interruption. Hardware, applications, and services, including cloud-based services, that we develop or procure from third-party vendors may contain defects in design or other problems that could compromise the integrity and availability of our services. Any delays or failures caused by network outages, software or hardware failures, or other da…

NEW · FY 2025

As part of providing services to clients, we rely on a number of third-party service providers. These third-party service providers include, but are not limited to, banks used to electronically transfer funds from clients to their employees, information technology vendors servicing cloud-based platforms, and other third-party providers supporting customer interactions. Failure by these service providers, or their respective outsourced providers, for any reason, to deliver their services in a timely manner and in compliance with applicable laws and regulations could result in material interrupt…

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Policies & disclosures

Clawback, anti-hedging, stock ownership, and related-party policies will populate from extracted proxy sections.