PAYCHEX INC appointed John B. Gibson as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14, 2022, Paychex, Inc. (the "Company" or "Paychex") announced that the Board of Directors (the "Board") has voted to increase the number of directors on the Board from 10 to 11 members. On October 13, 2022, the Board appointed Paychex President and CEO John B. Gibson, Jr. to fill the new Board position and serve on the Executive Committee of the Board, effective immediately. The Company's press release, announcing the appointment of Mr. Gibson to the Board, is furnished as Exhibit 99.1 to this Current Report on Form 8-K.


There is no other arrangement or understanding between Mr. Gibson and any other persons as it relates to his appointment. Mr. Gibson is not and has not been a participant, or had any interest, in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K since the beginning of the Company's last fiscal year.


Gibson joined Paychex as senior vice president of service in May 2013, bringing with him more than 20 years of experience in HR solutions, technology, and business services. In December 2021, Gibson was promoted to president and chief operating officer, leading the daily operations of the Company, including sales, service, marketing, and product management. On August 23, 2022, the Board appointed John B. Gibson to serve as the Company's President and CEO, effective as of October 14, 2022.


Prior to Paychex, Gibson served in senior executive positions at HR outsourcing and technology companies, including Ameritech (now AT&T) and Convergys, where he served as president of the HR management division providing comprehensive global HR solutions to clients in 68 countries.


Gibson holds a Bachelor of Arts degree from Indiana University. He also earned certifications at Northwestern University's Kellogg School of Management and the international business program of INSEAD, a global graduate business school.


On October 12, 2022, the Compensation and Leadership Committee of our Board approved the amendment of certain of Martin Mucci's outstanding award agreements under our Amended and Restated 2002 Stock Incentive Plan. The amendment states that, for awards granted prior to July 2022, Mr. Mucci's continued service as a director of the Company will be treated as continued full-time employment for purposes of the vesting and required continuous employment provisions of the award agreements. His continued service as a director of the Company will also postpone the commencement of the post-termination exercise period for stock options. Mr. Mucci's awards granted in July 2022 will be forfeited upon retirement from his position of CEO on October 14, 2022. 


The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending November 30, 2022.