01—Abstract
Summary
Summary of the 8-K filed July 14, 2025. Cited figures are marked; the original filing is the authoritative source.
Paychex, Inc. (PAYX) filed this Form 8-K on July 14, 2025 to report three items: executive departures, a board size change, and an employment agreement exhibit.
Mark Bottini, Senior Vice President, Sales, notified the company on July 8, 2025 of his retirement from his current role, effective immediately. He will serve as a special advisor through August 31, 2025 at his current salary to assist with the transition of his duties. Michael Gioja, Senior Vice President, Product Development and IT, also notified the company on July 8, 2025 of his intention to retire from his current role, effective immediately.
Under his Employment Agreement, he will serve as a special advisor through December 31, 2025, continuing full-time at his current base salary until August 31, 2025. After that date, his annual base salary will be reduced to $120,000a to reflect a part-time role. The agreement is filed as Exhibit 99.1.
Separately, following the departure of B. Thomas Golisano from the Board of Directors on July 9, 2025, the Board reduced its size from 11 to 10 directors effective that date. For investors, the filing signals leadership transitions in the sales and product development/IT functions, with both executives moving into advisory roles for defined periods.
02—Key points
Key Highlights
- Mark Bottini, SVP, Sales, retired from his current role effective immediately, notified July 8, 2025
- Bottini will serve as a special advisor through August 31, 2025 at his current salary to support the transition of his duties
- Michael Gioja, SVP, Product Development and IT, retired from his current role effective immediately, notified July 8, 2025
- Gioja's Employment Agreement sets his service as special advisor through December 31, 2025, with base salary reduced to $120,000 annually after August 31, 2025
- B. Thomas Golisano's departure from the Board on July 9, 2025 led the Board to reduce its size from 11 to 10 directors
- The Gioja Employment Agreement is filed as Exhibit 99.1 and incorporated by reference
03—Questions
Frequently Asked Questions
Why did Mark Bottini and Michael Gioja leave their roles?
The filing states that both executives notified the company on July 8, 2025 of their intention to retire from their current roles, effective immediately. It does not state reasons beyond retirement.
What will the executives do after retiring?
Bottini will serve as a special advisor through August 31, 2025 at his current salary to help with the transition of his duties. Gioja will serve as a special advisor through December 31, 2025, working full-time at his current base salary until August 31, 2025 and part-time thereafter.
How will Michael Gioja's compensation change?
Gioja will continue at his current base salary until August 31, 2025. His annual base salary will then be reduced to $120,000 to reflect his transition to a part-time role, per his Employment Agreement.
Why did the Board change its size?
The Board reduced its size from 11 to 10 directors as of July 9, 2025, following the departure of B. Thomas Golisano from the Board on that date.
Where can investors find the terms of Gioja's agreement?
The Employment Agreement between Paychex, Inc. and Michael Gioja, dated as of July 8, 2025, is filed as Exhibit 99.1 to this Current Report and incorporated by reference.
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