Notice of 2024
Annual Meeting
and Proxy
Statement
April 26, 2024
© 2024 Dayforce
Dayforce, Inc.
3311 East Old Shakopee Road
Minneapolis, Minnesota 55425
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Dayforce, Inc. ("Dayforce") at:
Date: Friday, April 26, 2024
Time: 10:00 a.m., Eastern Daylight Time ("EDT")
Location: Online at www.virtualshareholdermeeting.com/DAY2024
Once again, we are holding our Annual Meeting virtually by means of a live webcast in order to make the meeting conveniently accessible to all of our stockholders, who will be able to listen, vote, and submit questions remotely via the Internet. If you plan to attend the virtual Annual Meeting, please note the log-in procedures described under "Admission" on page 66 of the proxy statement. There are three items of business for the Annual Meeting:
Items of Business
- To elect nine (9) persons named in the accompanying proxy statement to serve as directors for a one-year term;
- To approve, by an advisory vote, the compensation of our named executive officers; and
- To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024.
In addition, Dayforce will consider any other business as may properly come before the Annual Meeting or any adjournment, continuation, or postponement thereof.
Your Vote is Very Important
On or about March 12, 2024, Dayforce mailed or made available to its stockholders proxy materials, including the proxy statement for the Annual Meeting (the "Proxy Statement"), its Annual Report which includes its annual report on Form 10-K for the fiscal year ended December 31, 2023 (the "2023 Annual Report"), and form of proxy or the Notice of Internet Availability of Proxy Materials. These proxy materials can be accessed directly at proxyvote.com.
If you were a stockholder at the close of business on March 4, 2024 (the "Record Date"), you are eligible to vote at the Annual Meeting. Whether or not you plan to participate in the Annual Meeting, please be assured that your vote is very important to us. We urge you to participate in the election of our directors and in deciding the other items on the agenda for the meeting.
If you have any questions regarding this information or the proxy materials, please contact Dayforce's Corporate Secretary at stockholders@dayforce.com.
By Order of the Board of Directors,
William E. McDonald
Executive Vice President, General Counsel, and Corporate Secretary
Minneapolis, Minnesota
March 12, 2024
This Notice of Annual Meeting and Proxy Statement and Form of Proxy are being distributed and made available on or about March 12, 2024.
Important notice regarding the availability of proxy materials for the 2024 Annual Meeting of Stockholders to be held on April 26, 2024. The Proxy Statement and 2023 Annual Report are available electronically on the "Investor Relations" page of Dayforce's website located at www.dayforce.com and at proxyvote.com.
PROXY STATEMENT | ||
TABLE OF CONTENTS | Page | |
2024 PROXY STATEMENT SUMMARY | 1 | |
Dayforce Values | 1 | |
Business Highlights for Fiscal Year 2023 | 2 | |
2024 Annual Meeting Information | 3 | |
Corporate Governance Priorities | 5 | |
Executive Compensation Priorities | 6 | |
2024 PROXY STATEMENT | 9 | |
PROPOSAL ONE: ELECTION OF DIRECTORS | 9 | |
Board Selection Criteria | 9 | |
Board Diversity | 9 | |
Stockholder Recommendations | 11 | |
Director Nominees | 11 | |
BOARD OF DIRECTORS | 16 | |
Director Independence | 16 | |
Board Leadership Structure | 16 | |
Oversight Responsibilities | 17 | |
Meetings of the Board of Directors and Stockholders | 17 | |
Committees of the Board of Directors | 17 | |
Board's Role in Risk Oversight | 19 | |
CORPORATE GOVERNANCE | 20 | |
Code of Conduct | 20 | |
Corporate Governance Guidelines | 20 | |
Director Service on Other Public Company Boards | 20 | |
No-Hedging and No-Pledging Policy | 20 | |
Director Evaluations | 20 | |
Management Development and Succession Planning | 20 | |
Indemnification of Directors and Officers | 21 | |
DIRECTOR COMPENSATION | 22 | |
EXECUTIVE COMPENSATION | 24 | |
COMPENSATION DISCUSSION & ANALYSIS | 24 | |
Executive Summary | 25 | |
Executive Compensation Program Goals and Considerations | 28 | |
2023 Compensation Elements and Analysis | 30 | |
Compensation Governance | 37 | |
Executive Compensation Tables | 40 | |
Agreements with our NEOs | 49 | |
CEO Pay Ratio | 50 | |
Pay Versus Performance | 51 | |
PROPOSAL TWO: ADVISORY VOTE ON THE COMPENSATION OF DAYFORCE'S NAMED EXECUTIVE | ||
OFFICERS | 55 | |
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT | ||
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024 | 56 | |
EQUITY COMPENSATION PLAN INFORMATION | 58 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 60 | |
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 63 | |
Registration Rights Agreement | 63 | |
Policies for Approval of Related Person Transactions | 63 | |
Other Transactions | 64 | |
VOTING INFORMATION | 65 | |
TRANSACTION OF OTHER BUSINESS AND ADDITIONAL INFORMATION | 69 | |
APPENDIX A | 71 | |
2024 PROXY STATEMENT
2024 PROXY STATEMENT SUMMARY
Dayforce Values
As a global human capital management ("HCM") software company, Dayforce aims to make work life better. Everything we do as a global leader in HCM technology is focused on improving work for thousands of customers and millions of employees around the world. Our single, global people platform for HR, payroll, talent, workforce management, and benefits equips Dayforce customers to unlock their full workforce potential and operate with confidence.
We continually strive to provide exceptional value to our stakeholders, and "Our Way" is the set of values that guide our behavior. These values are core to Dayforce's culture and our thinking.
Customer focus | We put the customer at the center of everything we do. We deliver quantifiable value |
through actionable insights. | |
Shared ambition | We win, learn, and grow together. We're individually and collectively accountable and |
empowered. | |
Agility | We are a global enterprise company with the heart of a start-up that embraces innovation, |
doesn't fear change, and values adaptability. | |
Equity | We are building a culture of diversity, inclusion, and belonging. We ensure all employees - |
of any race, ethnicity, age, gender, sexual orientation, identity or expression, religion, or | |
ability status - can achieve their full potential. | |
Optimism | Optimism drives success. Preparation leads to knowledge, knowledge leads to confidence, |
and confidence leads to optimism. | |
Transparency | We are open, honest, and respectful. |
1 | 2024 PROXY STATEMENT |
Business Highlights
We continue to make meaningful progress towards our medium term goal of achieving $2.0 billion in total revenue, 80% adjusted Cloud recurring revenue gross margin, and 30% adjusted EBITDA margin by the end of 2025. We are proud that our business continues to grow in a sustainable and profitable manner, with our 2024 performance highlighted by the following:
See Appendix A included in this Proxy Statement starting on page 71 for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP").
1Excluding the 2021 acquisition of Ascender HCM Pty Limited ("Ascender").
2Gartner, Magic Quadrant for Cloud HCM Suites for 1,000+ Employee Enterprises. Ranadip Chandra, Josie Xing, Sam Grinter, Ron Hanscome, Chris Pang, Josie Xing, 2023.
2 | 2024 PROXY STATEMENT |
2024 Annual Meeting Information | ||
Date and Time | Location - Online | Record Date |
Friday, April 26, 2024 | www.virtualshareholdermeeting.com/DAY2024 | March 4, 2024 |
10:00 a.m., Eastern Daylight Time |
Meeting Agenda and Voting Recommendations
Proposal
Board of Directors Recommendation
Additional Information
Proposal One
Proposal Two
Proposal Three
Election of directors
Advisory vote on the compensation of Dayforce's named executive officers
Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2024
FOR each nominee
FOR
FOR
Page 9
Page 55
Page 56
How to Cast Your Vote
Your vote is important! Please vote your shares promptly using one of the following methods listed below. See page 65 of this Proxy Statement for additional voting information.
Internet | Telephone | Virtual Meeting | |
Go to proxyvote.com up until | Call toll-free at | Complete and | Enter the 16-digit control |
11:59 p.m. EDT on April 25, | 1-800-690-6903 | number found on your | |
2024 (Have your proxy card | up until 11:59 p.m. EDT on | your proxy | proxy card, voter instruction |
in hand when you visit the | April 25, 2024 | card | form, or Notice, as |
website) | (Have your proxy card in hand | applicable, at the time you | |
when you call) | log into the virtual meeting |
If you hold exchangeable shares of Ceridian AcquisitionCo ULC ("Exchangeable Shares"), please see page 65 of this Proxy Statement for voting instructions.
3 | 2024 PROXY STATEMENT |
PROPOSAL ONE:
Election of Directors
Our Board of Directors ("Board") has nominated each of Brent B. Bickett, Ronald F. Clarke, Deborah A. Farrington, Thomas M. Hagerty, Linda P. Mantia, David D. Ossip, Ganesh B. Rao, Andrea S. Rosen, and Gerald C. Throop for election as directors of the Board to hold office until the 2025 annual meeting of stockholders (the "2025 Annual Meeting"). Please see "Proposal One" on page 9 of this Proxy Statement for additional important information about each of the director nominees. Each of the director nominees is a current member of our Board and has consented to serve if elected. The Board recommends a vote "FOR" each director nominee.
4 | 2024 PROXY STATEMENT |
PROPOSAL TWO:
Advisory Vote on the Compensation of Dayforce's Named Executive Officers
We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our named executive officers ("Named Executive Officers" or "NEOs") as disclosed in the Compensation Discussion & Analysis ("CD&A") tabular disclosures and related narrative of this Proxy Statement. The Board recommends a vote "FOR" approval of NEO compensation because it believes that the policies and practices described in the CD&A section beginning on page 24 of this Proxy Statement are based on principles that reflect a "pay-for-performance" philosophy and are strongly aligned with our stockholders' interests. Since the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on or overrule any decisions by our Compensation Committee or Board. However, because we value our stockholders' view, our Compensation Committee and Board will carefully consider the results of this advisory vote when formulating future executive compensation philosophy, policies, and practices.
PROPOSAL THREE:
Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2024
Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2024, and we are asking our stockholders to ratify this appointment. The Board recommends a vote "FOR" this ratification.
Corporate Governance Priorities
We remain committed to sound corporate governance practices, and our Board has taken action to adopt measures designed to bolster the independent leadership on the Board and establish additional meaningful stockholder rights while continuing to maintain best practice efforts adopted previously.
Board Composition and Refreshment
Our Board believes in the importance of achieving and maintaining the proper composition with an appropriate mix of skills and experience. We are proud that our entire Board boasts experience relevant to the oversight of our long- term strategy - including in areas such as strategic transformation leadership, technology or software, and human resources or talent management.
5 | 2024 PROXY STATEMENT |
Independent Board Oversight
Our Board is committed to providing frank, strategic leadership, independent from management.
Corporate Governance Best Practices
The Board has routinely evaluated our policies and practices against evolving best practices for alignment with stockholder interests. Key policies and practices we have adopted include:
Board Governance Procedures | Board Governance Policies |
✓ Annual Board and Committee self-evaluations | ✓ Corporate Governance Guidelines |
✓ Board Orientation Program for new directors | ✓ Director "Overboarding" Guidelines |
✓ Regular executive sessions of independent directors | ✓ Stock Ownership Guidelines |
✓ Robust stockholder engagement program | ✓ No-Hedging and No-Pledging Policy |
✓ Annual director elections* | ✓ Related Person Transactions Policy |
✓ Majority voting for election of directors with | |
resignation policy* | |
✓ Formalized oversight responsibility for management | |
succession planning* | *Newly adopted since previous annual meeting |
Executive Compensation Priorities |
Our Board continues to focus on building and maintaining an executive compensation program that is significantly performance-based and stockholder aligned. We believe our executive compensation program was effective in incentivizing strong financial performance during the period from January 1, 2023, through December 31, 2023 ("Fiscal Year 2023"), which included the highlights described in "Business Highlights" on page 2 of this Proxy Statement. The Board believes the key underpinnings of growth were directly connected to the performance components of the Fiscal Year 2023 performance compensation program.
Executive Compensation Program Best Practices
We have worked closely with our independent compensation consultant, our stockholders, and other stakeholders to continue incorporating best practices into our executive compensation program. Key policies and practices we have adopted since our initial public offering include:
Compensation Procedures
- "Pay for Performance" with majority of compensation "at risk"
- Current peer group of 17 companies
- Independent compensation consultant
- "Double trigger" acceleration following a change in control
- Limited executive perquisites
- Robust stockholder engagement program
Compensation Policies
- Stock Ownership Guidelines for Senior Management
- Compensation Recovery (Clawback) Policy
- No-Hedgingand No-Pledging Policy
6 | 2024 PROXY STATEMENT |
For more information on our executive compensation program, please see our CD&A beginning on page 24 of this Proxy Statement.
Robust Stockholder Engagement
A key component of our corporate governance program is our annual stockholder engagement process, as our Board is committed to engaging stockholders in the governance process.
Since our previous annual meeting, we reached out to stockholders holding approximately 84.2% of the shares of our outstanding common stock, $0.01 par value ("Common Stock") as of June 30, 2023, in order to better understand their feedback on executive compensation, corporate governance, and Environmental, Social, and Governance ("ESG") matters. Our (i) Lead Director and Chair of our Audit Committee; (ii) Chair of our Corporate Governance and Nominating Committee; and/or (iii) key members of our management team participated in meetings with stockholders holding approximately 63.8% of the outstanding Common Stock of the Company as of June 30, 2023.
Reached out to stockholders holding approximately
84.2%
of the outstanding Common Stock of the Company to offer engagement sessions
Directors and/or management met with stockholders holding approximately
63.8%
of the outstanding Common Stock
of the Company to discuss compensation, corporate governance, and ESG matters
Key Actions Taken in Response to Stockholder Feedback
Stockholders have expressed overall support for the direction of our corporate governance and ESG programs. In particular, stockholders appreciated Board responsiveness to the requests for annual election of directors and a majority vote standard in director elections with a resignation policy, both of which have been fully implemented this year.
Our Board has consistently focused on incorporating stockholder feedback into our executive compensation programs. Holders of approximately 96.7% of our outstanding stock represented and voting at Dayforce's annual meeting of stockholders (the "2023 Annual Meeting") voted in favor of our Say on Pay proposal - a significant improvement of approximately 27.2% from the 2022 annual meeting of stockholders (the "2022 Annual Meeting") results. We believe open dialogue with our stockholders and incorporation of their feedback into our executive compensation program was instrumental in the continued growth in stockholder support for our compensation program at the 2023 Annual Meeting.
The following actions which were taken in 2023 in response to stockholder feedback following our 2022 Annual Meeting:
- Introduced a relative total shareholder return ("TSR") component into the 2023 long-term incentive grants made in February 2023;
- Differentiated two of the three corporate target metrics embedded in our short-term and long-term incentive programs in February 2023; and
- Included true long-term performance aspects into the annual long-term incentive program in February 2023 by moving from a one-year performance period with three-yeartime-based vesting to three one-year performance periods.
Following the strong results on our Say on Pay proposal at our 2023 Annual Meeting, we continued to receive positive feedback from stockholders that was very supportive of the changes we made in 2023 and the overall evolution of our compensation programs since our initial public offering in 2018. As such, we followed a similar
7 | 2024 PROXY STATEMENT |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Ceridian HCM Holding Inc. published this content on 12 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 23:53:06 UTC.