DAY DEF 14A DEF-14A Report March 13, 2025

DAYFORCE, INC.

10-Ks and 10-Qs

10-Q	Quarter ended Sept. 30, 2025
10-Q	Quarter ended June 30, 2025
10-Q	Quarter ended March 31, 2025
10-K	Fiscal year ended Dec. 31, 2024
10-Q	Quarter ended Sept. 30, 2024
10-Q	Quarter ended June 30, 2024
10-Q	Quarter ended March 31, 2024
10-K	Fiscal year ended Dec. 31, 2023
10-Q	Quarter ended Sept. 30, 2023
10-Q	Quarter ended June 30, 2023
10-Q	Quarter ended March 31, 2023
10-K	Fiscal year ended Dec. 31, 2022
10-Q	Quarter ended Sept. 30, 2022
10-Q	Quarter ended June 30, 2022
10-Q	Quarter ended March 31, 2022
10-K	Fiscal year ended Dec. 31, 2021
10-Q	Quarter ended Sept. 30, 2021
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10-Q	Quarter ended March 31, 2021
10-K	Fiscal year ended Dec. 31, 2020
10-Q	Quarter ended Sept. 30, 2020
10-Q	Quarter ended June 30, 2020
10-Q	Quarter ended March 31, 2020
10-K	Fiscal year ended Dec. 31, 2019
10-Q	Quarter ended Sept. 30, 2019
10-Q	Quarter ended June 30, 2019
10-Q	Quarter ended March 31, 2019
10-K	Fiscal year ended Dec. 31, 2018
10-Q	Quarter ended Sept. 30, 2018
10-Q	Quarter ended June 30, 2018
10-Q	Quarter ended March 31, 2018

PROXIES

DEF 14A	Filed on May 2, 2025
DEF 14A	Filed on March 13, 2025
DEF 14A	Filed on April 26, 2024
DEF 14A	Filed on March 12, 2024
DEF 14A	Filed on March 16, 2023
DEF 14A	Filed on May 3, 2022
DEF 14A	Filed on March 23, 2022
DEF 14A	Filed on March 17, 2021
DEF 14A	Filed on March 19, 2020
DEF 14A	Filed on March 22, 2019

day-20250313

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No.)

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Dayforce, Inc.

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Notice of 2025 Annual Meeting of Stockholders and Proxy Statement

May 2, 2025


			Dayforce, Inc. 3311 East Old Shakopee Road Minneapolis, Minnesota 55425

Notice of 2025 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Dayforce, Inc. (“Dayforce”).

Date and Time

Location

Who Can Vote

Friday, May 2, 2025

10:00 a.m., Eastern Daylight Time ("EDT")

Online at

www.virtualshareholdermeeting.com/DAY2025

Stockholders of record

as of March 6, 2025

(the "Record Date")

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” in the "Voting and Other General Information" section beginning on page 73 of the Proxy Statement. There are four items of business for the Annual Meeting:


Items of Business		Page	Board Voting Recommendation

1	Election of Directors: Brent Bickett, Ronald Clarke, Deborah Farrington, Thomas Hagerty, Linda Mantia, David Ossip, Ganesh Rao, Andrea Rosen, and Gerald Throop	Page 60	FOR each of the nominees


2	Advisory Vote to Approve Executive Compensation	Page 61	FOR


3	Ratification of Appointment of KPMG LLP as Dayforce's Independent Registered Public Accounting Firm for Fiscal Year 2025	Page 62	FOR


4	Approval of Dayforce's Amended and Restated Certificate of Incorporation	Page 64	FOR

In addition, Dayforce will consider any other business as may properly come before the Annual Meeting or any adjournment, continuation, or postponement thereof.

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, Chief Legal and Compliance Officer, and Corporate Secretary

Minneapolis, Minnesota

March 13, 2025

This Notice of Annual Meeting and Proxy Statement and Form of Proxy are being distributed and made available on or about March 13, 2025 .

Important notice regarding the availability of proxy materials for the 2025 Annual Meeting of Stockholders to be held on May 2, 2025. The Proxy Statement and 2024 Annual Report are available electronically on the “Investor Relations” page of Dayforce’s website located at www.dayforce.com and at proxyvote.com.

Table of Contents



2025 Proxy Statement Summary			2
Business Highlights			3
Executive Compensation			4
Stockholder Engagement			5
Nominees to Dayforce's Board of Directors			6
2025 Annual Meeting Information			7
Corporate Governance			8
Corporate Governance Framework			9
Corporate Governance Policies			9
Corporate Governance Practices			10
Board Governance and Oversight			11
Board of Directors			14
Board Composition and Selection Criteria			15
Nominees for Election			15
Director Compensation			21
Executive Team			24
Executive Compensation			27
Compensation Committee Report			28
Compensation Discussion and Analysis			28
Executive Compensation Tables			43
Agreements with our NEOs			53
CEO Pay Ratio			54
Pay Versus Performance			55
Management Proposals			59
Proposal One: Election of Directors			60
Proposal Two: Advisory Vote on the Compensation of Dayforce’s Named Executive Officers			61
Proposal Three: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2025			62
Proposal Four: Approval of Dayforce's Amended and Restated Certificate of Incorporation			64
Other Information			66
Audit Committee Report			67
Equity Compensation Plan Information			67
Security Ownership of Certain Beneficial Owners and Management			68
Certain Relationships and Related Party Transactions			71
Voting and Other General Information			73
Transaction of Other Business and Additional Information			78
Forward-Looking Statements			79
Appendix A			80
Appendix B			81

In this Proxy Statement, (i) the terms “Dayforce,” “the Company,” “we,” “us,” and “our” refer to Dayforce, Inc. and its subsidiaries; (ii) references to “stockholders” are to the holders of shares of our common stock, par value $0.01 per share (“Common Stock”) and the holders of exchangeable shares of Ceridian AcquisitionCo ULC ("Exchangeable Shares"); and (iii) all dollar amounts are expressed in United States dollars ("USD") unless otherwise indicated.

Dayforce Values

As a global human capital management ("HCM") software company, Dayforce aims to make work life better. Our HCM technology is focused on improving work for thousands of customers and millions of employees around the world. Our single, global people platform for Human Resources ("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			Dayforce customers are at the center of what we do. We're driven to deliver quantifiable value through actionable insights.
			Shared ambition			At Dayforce, our team wins, learns, and grows together. We're individually and collectively accountable and empowered.
			Agility			Dayforce is a global company with the heart of a startup. We embrace innovation and change.
			Equity			Dayforce has a culture designed to support all of our employees to help them reach their full potential.
			Optimism			At Dayforce, we believe preparation leads to knowledge, knowledge leads to confidence, and confidence leads to optimism. Our optimism drives our customers' continued success.
			Transparency			Dayforce employees are open, honest, and respectful.



						1



			Proxy Statement Summary

			Business Highlights			3
			Executive Compensation			4
			Stockholder Engagement			5
			Nominees to Dayforce's Board of Directors			6
			2025 Annual Meeting Information			7



						2


Proxy Statement Summary

Business Highlights

As 2024 progressed, we began to turn our focus to planning for and executing against our long-term sustainable growth vision, including our long-term $5.0 billion total revenue and $1.0 billion free cash flow targets. We are proud that our business continues to grow in a sustainable and profitable manner. Some of our 2024 performance highlights are:


$1.8 billion						98 %
Total revenue for the fiscal year ended December 31, 2024, an increase of 16% year-over-year.						Dayforce gross revenue retention rate for the fiscal year ended December 31, 2024, an increase of 90 basis points year-over-year. 1

6 , 876						900 +
Customers live on Dayforce TM as of December 31, 2024, an increase of 7.6% year-over-year.						Compliance updates in 2024.

Leader						Most Loved
Fifth consecutive year named a Leader in the Gartner ® Magic Quadrant TM for Cloud HCM Suites for 1,000+ Employee Enterprises. 2						Named one of the Top 100 Most Loved Workplaces in America by Newsweek. 3

Achievements and Milestones

Business Performance

Products and Services Innovation

Launched re-brand of the company to Dayforce from Ceridian

Acquired eloomi, a learning experience platform software provider

Held first-ever investor day in Las Vegas, Nevada, U.S. alongside our Dayforce Discover user conference - over 200 investors joined in-person and virtually

Launched new Dayforce Partner Network structure and programs featuring streamlined operations and accelerated partner engagement earlier in the sales process

Reported full year 2024 net cash provided by operating activities of $281.1 million, up 28%

Launched Dayforce Flex Work, an on-demand marketplace that helps organizations augment their workforce with flexible talent

Generated $171.5 million of free cash flow in 2024, an increase of 63% year-over-year 1

Dayforce Wallet delivered over $5 billion in on-demand pay to employees

Repurchased $36.1 million of Dayforce stock through share repurchases under our inaugural $500 million share repurchase program

Announced Dayforce AI agents, which leverages Dayforce Co-Pilot that is designed to help automate repetitive tasks

(1) Please refer to Appendix A in this Proxy Statement for information regarding this non-GAAP financial measure, including a reconciliation of free cash flow to the most directly comparable financial measure prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). We have not reconciled Dayforce gross revenue retention rate because there is no directly comparable GAAP financial measure.

(2) https://www.dayforce.com/resources/leader-2024-gartner-magic-quadrant-hcm-suites.

(3) https://www.newsweek.com/rankings/most-loved-workplaces-2024.



						3

Executive Compensation

Maintaining an executive compensation program that is significantly performance-based and stockholder aligned is essential for Dayforce's continued sustainable growth journey. Our executive compensation programs incorporate both strong governance practices and motivating incentives that focus performance on the critical growth levers of our business.

2024 Compensation Program is Performance-based and Stockholder Aligned


			Short-term incentive ("STI") program includes challenging performance goals tied to the critical metrics fueling strong and profitable growth.

			Long-term incentive ("LTI") program includes financial performance stock units ("PSUs") that are measured on three one year performance periods to ensure the performance metrics and targets remain aligned with Dayforce's quickly evolving business, in addition to market performance stock units that tie executive compensation to Dayforce's total shareholder return ("TSR") relative to the S&P 1500 Application Software index.

			Stockholders are empowered on an annual basis to cast an advisory say on pay vote ("Say on Pay"). Last year, this vote signaled strong support for our executive compensation programs.

2024 CEO Compensation at a Glance

David Ossip first began serving as the Chief Executive Officer ("CEO") of Dayforce in 2013, following the acquisition of Dayforce Corporation in 2012, where Mr. Ossip previously served as CEO and founder. Each year, our Compensation Committee evaluates Mr. Ossip's compensation to align it with Dayforce's business and financial performance. In its annual analysis, the Compensation Committee listens to and incorporates stockholder feedback and reviews peer compensation practices. Specifically, in 2024, the Compensation Committee determined that the following compensation makeup was appropriate to recognize Mr. Ossip's contributions to Dayforce:

Actual CEO Total Direct Compensation

Mr. Ossip’s 2024 actual total direct compensation was $18,596,544.

CEO Compensation Mix

The portion of performance-based Restricted Stock Units ("RSUs") granted to Mr. Ossip was 59% of his target total direct compensation in 2024, which represents a significant portion of his total direct compensation.

Peer Group Alignment

Our Compensation Committee used an appropriate peer group, created through a robust selection process, by looking at reasonably comparable companies to our size and scale, growth profile, specific industry, and broad labor market where we compete for talent, to set Mr. Ossip's 2024 compensation.

Strong Governance Practices


			“Pay for Performance” with majority of target total direct compensation “at risk”

			Custom compensation peer group developed with independent compensation consultant
			“Double trigger” equity award acceleration following a change in control


			Limited executive perquisites
			Robust stockholder engagement program
			Stock Ownership Guidelines for Senior Management
			Compensation Recovery (Clawback) Policy
			No-Hedging and No-Pledging Policy

For more information on our executive compensation program, please see our Compensation Discussion & Analysis ("CD&A") beginning on page 28 of this Proxy Statement.



						4

Stockholder Engagement

Dayforce's Board of Directors ("Board") is committed to engaging with our stockholders to understand their views on significant matters affecting Dayforce, including corporate governance, executive compensation, and other strategic matters. Our engagement since our 2024 Annual Meeting with stockholders included senior members of management and members of our Board.

of outstanding Common Stock of the Company as of June 30, 2024

Comprehensive Stockholder Engagement Program

Year-Round Engagement

Our directors and senior management annually engage with our largest stockholders to obtain feedback on matters related to corporate governance, executive compensation, and other matters of interest

Our quarterly earnings calls provide
stockholders with an opportunity to hear about what Dayforce has accomplished in previous quarters as well as a look forward to where Dayforce is going as a company

In 2024, Dayforce held its first Investor Day, where key members of our management team presented our vision, strategy, and multi-year financial model

Members of senior management engage major proxy advisory firms annually to solicit feedback and answer questions about Dayforce

Members of our executive management team participate in investor conferences to share information about the Company's financial performance and outlook

We have a dedicated Investor Relations team that receives and responds to stockholder correspondence

Following the strong results on our Say on Pay proposal at our 2024 Annual Meeting, we continued to receive positive feedback from stockholders in support of the changes we made in 2024 and the overall evolution of our compensation programs since our initial public offering in 2018. As such, we followed a similar paradigm in designing our 2025 compensation program, with some incremental changes to continue aligning our compensation program to motivate sustainable growth. We will continue to engage with our stockholders and consider actions based on that feedback.

For more information on our stockholder engagement program and on the compensation program changes made in response to stockholder feedback, please see "Stockholder Feedback" beginning on page 31 of this Proxy Statement, within our CD&A.



						5

Nominees to Dayforce's Board of Directors

Dayforce's Board is overseen by directors who possess diverse skills, attributes, and experiences that represent the best interests of Dayforce's stockholders. The nominees for election are below:

Committee Memberships

Independent

Acquisition
& Finance

Audit

Compensation

Corporate Governance & Nominating

Brent Bickett

Age: 60

Director Since 2013*

Ronald Clarke

Age: 69

Director Since 2018

Deborah Farrington

Age: 74

Director Since 2019

Thomas Hagerty

Age: 62

Director Since 2013*

Linda Mantia

Age: 56

Director Since 2020

David Ossip

Age: 58

Director Since 2015

Ganesh Rao

Age: 48

Director Since 2013*

Andrea Rosen

Age: 70

Director Since 2018

Gerald Throop

Age: 67

Director Since 2018

Chair

Member

Indicates the year appointed to serve on the Board of Dayforce, Inc. Please note that this date is not inclusive of past positions held with predecessor entities of Dayforce, Inc.


44 % of directors are considered diverse


			33 % identify as women

			11 % identify as people of color


			Average age of directors and director nominees
			62.7 years

			Average tenure of directors and director nominees
			7.6 years



						6

2025 Annual Meeting Information

Date and Time

Location

Who Can Vote

Friday, May 2, 2025

10:00 a.m. EDT

Online at

www.virtualshareholdermeeting.com/DAY2025

Stockholders of record as of March 6, 2025 (the "Record Date")

Voting Matters and Vote Recommendations


Proposal		Board of Directors Recommendation	Additional Information

1	Election of Directors	FOR each nominee	Page 60
	Our directors possess an array of skills, qualities, and experiences to effectively lead Dayforce and represent the best interest of its stockholders.



2	Advisory Vote to Approve Executive Compensation	FOR	Page 61
	Our executive compensation program is performance based and stockholder aligned.


3	Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal Year 2025	FOR	Page 62
	KPMG LLP is an independent auditing firm with the required knowledge and experience to effectively audit Dayforce's financial statements.


4	Approval of Dayforce's Amended and Restated Certificate of Incorporation	FOR	Page 64
	Approval to amend and restate Dayforce's Restated Certificate of Incorporation to provide for limited liability of certain officers, to remove or revise obsolete provisions, and to make other immaterial changes.

How to Cast Your Vote

Internet

Telephone

Mail

Virtual

Go to proxyvote.com up until 11:59 p.m. EDT on May 1, 2025 (Have your proxy card in hand when you visit the website)

Call toll-free at 1-800-690-6903 up until 11:59 p.m. EDT on May 1, 2025 (Have your proxy card in hand when you call)

Complete and mail your proxy card

Enter the 16-digit control number found on your proxy card, voter instruction form, or Notice, as applicable, at the time you log into the virtual meeting

If you hold Exchangeable Shares of Ceridian AcquisitionCo ULC, please see the "How to Vote" section of "Voting and Other General Information" beginning on page 73 of this Proxy Statement for voting instructions.



						7



			Corporate Governance

			Corporate Governance Framework			9
			Corporate Governance Policies			9
			Corporate Governance Practices			10
			Board Governance and Oversight			11



						8


Corporate Governance

Corporate Governance Framework

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

Practices

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

Insider Trading and Tipping Policy

Formalized oversight responsibility for management and director succession planning

Corporate Governance Policies

Code of Conduct

We have a Code of Conduct that applies to all employees, contractors, officers, and directors of Dayforce and its majority-owned subsidiaries and controlled affiliates. A copy of the Code of Conduct is available on our website under "Governance Documents" on the Corporate Governance section of our Investor Relations page at www.dayforce.com. Any amendments to or waivers from our Code of Conduct granted to directors or executive officers will be disclosed on our website.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines in accordance with the corporate governance rules of the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX"), which serve as a framework within which our Board and its committees operate. These guidelines cover areas including:


• Board composition	• Roles of the Chair and Lead Director	• Director nominations
• Board membership criteria	• Board meetings and executive sessions	• Board committees
• Management succession	• Board performance evaluations	• Expectations of directors
• Board compensation	• Access to management and outside advisors

A copy of our Corporate Governance Guidelines is posted on our website under "Governance Documents" on the Corporate Governance section of our Investor Relations page at www.dayforce.com.

Director Service on Other Public Company Boards

We value the experience our directors bring from the other boards on which they serve, but also recognize that those boards may present demands on a director’s time and availability and may present conflicts or legal issues. Accordingly, under our Corporate Governance Guidelines, a director is required to receive approval from the chair of the Corporate Governance and Nominating Committee and the Corporate Secretary prior to joining a new board of directors or undertaking other significant commitments involving affiliation with other businesses or governmental agencies.

In 2024, our Board approved updates to our Corporate Governance Guidelines to reduce the number of public company boards that directors are allowed to sit on. The updated guidelines state that no director may sit on more



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than four public company boards (including the Company’s), and no director who is a chief executive officer of a public company may sit on the board of more than one public company besides the public company for which they are chief executive officer. As of the time of mailing of this Proxy Statement, all directors satisfy the “overboarding” guidelines.

Insider Trading and Prohibited Transactions Involving Dayforce Securities

Our Insider Trading and Tipping Policy (the "Insider Trading Policy") is designed to promote compliance with federal, state, and foreign securities laws and regulations, and any listing standards applicable to Dayforce. The Insider Trading Policy generally defines what constitutes illegal insider trading under the federal securities laws, provides guidance on what may be considered "material nonpublic information," and specifies certain transactions that are prohibited pursuant to the Insider Trading Policy. The Insider Trading Policy also establishes trading windows and blackout periods for when individuals subject to the Insider Trading Policy are prohibited from trading, as well as specifying procedures for seeking clearance to trade by certain individuals and providing for the consequences of violating the Insider Trading Policy or the federal securities laws. The Insider Trading Policy prohibits the hedging or pledging of Dayforce stock by our directors and employees unless an exception is granted by the Board. No exceptions were granted in 2024. Our Insider Trading Policy also prohibits all of our directors and employees, including executive officers, from short-term trading, short sales, and from holding Dayforce securities in a margin account or pledging Dayforce securities as collateral for a loan. A copy of our Insider Trading Policy was filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Corporate Governance Practices

Board and Committee Evaluations

Each year, under the direction of the Corporate Governance and Nominating Committee, our Board and Board committees conduct self-assessments of the effectiveness of the Board, Board committees, and our directors. The assessment is facilitated through a questionnaire process and is designed to elicit feedback with respect to areas such as governance, communication, and composition, and identify specific areas for improvement. The results are reported to and discussed with the Board and each relevant Board committee.

Director Succession and Recruitment Planning

Our Corporate Governance and Nominating Committee regularly evaluates desired attributes of director candidates in light of the Company's strategy and evolving needs by reviewing director skills and input from the Board through self-assessment questionnaires. The Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become Board members, and evaluates potential candidates consistent with input and criteria approved by the Board, as described in the Company's Corporate Governance Guidelines.

Management Development and Succession Planning

The Board, the Corporate Governance and Nominating Committee, and management share responsibility for management development and succession planning.

The Board is responsible for succession planning for the CEO position. Our Lead Director and each Board committee chair, in consultation with the CEO, periodically discuss CEO succession planning, including the policies and principles for evaluating performance and selecting a successor, and policies regarding succession in the event of an emergency or the retirement of the CEO.

The Corporate Governance and Nominating Committee is responsible for non-CEO succession planning, which includes periodic discussions with our Chief People Officer ("CPO") and CEO related to succession plans for members of Dayforce's senior management team, including those who serve on an internal committee to guide operations of the organization (the "Executive Operating Committee"). The CPO and senior human resources leaders work with functional leaders across the Dayforce organization to develop and implement programs to attract, assess, and develop talented individuals for potential future senior leadership positions, including those on the Executive Operating Committee.



						10

Indemnification of Directors and Officers

Our Restated Certificate of Incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”).

We have entered into indemnification agreements with each of our directors. These indemnification agreements provide the directors with contractual rights to indemnification and expense advancement and reimbursement to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

Board Governance and Oversight

Our Board meets at least quarterly and works closely with management to provide oversight and counsel related to long-term strategy, significant business risks and opportunities, and operational performance. It also oversees CEO succession planning and maintains compliance with our robust corporate governance practices. Members of our Board also engage directly with stockholders to gather feedback.

Our Board held five meetings in the period from January 1, 2024, through December 31, 2024 (“Fiscal Year 2024”). Each director attended at least 92% of all meetings of the Board and the Board committees on which they served that were held during Fiscal Year 2024. All directors are encouraged to attend our annual meeting of stockholders. Our 2024 Annual Meeting was held virtually, with eight of the nine directors serving at that time in attendance.

Our Corporate Governance Guidelines require a majority of Board members to be independent. Our Board has affirmatively determined that all board members, other than Mr. Ossip, are independent directors under the applicable rules of the NYSE.

Board Leadership Structure

Our Board's leadership structure is comprised of Mr. Ossip as executive Chair and Mr. Throop as independent Lead Director. The Board believes this structure is appropriate as it allows the Board to leverage Mr. Ossip's knowledge, leadership, and years of experience as CEO of Dayforce, while maintaining effective independent oversight leadership from Mr. Throop in his role as independent Lead Director. The Board believes that Mr. Ossip's combined CEO and Chair role enables strong leadership, creates clear accountability, facilitates information flow between management and our Board, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders. Our Board periodically evaluates its leadership structure to ensure it meets Dayforce's current needs and circumstances.

David Ossip | CEO and Chair

Gerald Throop | Independent Lead Director

• Our CEO and Chair holds powers and carries out duties as are customarily carried out by the chair of a board of directors.

• His responsibilities include presiding at meetings of the Board,

• Our independent Lead Director is empowered with and exercises robust, well-defined duties as set forth in our Corporate Governance Guidelines.

• His responsibilities include

and preparing agendas for each board meeting in consultation with the Lead Director.

• We believe Mr. Ossip is well-equipped to identify strategic priorities, lead critical discussions, and execute our strategy and business plans, and that he possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing Dayforce.

advising the Chair concerning matters for the Board to consider, calling and presiding over all executive sessions of independent directors, and serving as a supplemental channel of communication between independent directors and the Chair.

• We believe Mr. Throop is well-equipped to effectively guide and oversee the Board's activities, ensure strong governance, and collaborate with both the Board and management.



						11

Committees of the Board of Directors

Our Board has established an Acquisition and Finance Committee, Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Members serve on these committees until their resignations or until otherwise determined by our Board. The charter of each committee complies with the relevant rules of NYSE and is available on our website under "Governance Documents" on the Corporate Governance section of our Investor Relations page at www.dayforce.com. The Board has determined that all committee members are independent under applicable NYSE and Securities and Exchange Commission ("SEC") rules for committee memberships. Each member of the Audit Committee meets the additional independence criteria set forth in Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and each member of the Compensation Committee meets the additional independence criteria set forth in Rule 10C-1 of the Exchange Act.


Acquisition and Finance Committee

Meetings in 2024: 3 Members: • Thomas Hagerty (Chair) • Brent Bickett • Deborah Farrington • Ganesh Rao			Purpose: The primary purpose of our Acquisition and Finance Committee is to assist the Board's oversight of matters involving capital expenditures, investments, acquisitions, dispositions, financing activities, and other related matters. The Acquisition and Finance Committee meets on an as-needed basis to fulfill the responsibilities set out in its charter.


Audit Committee

Meetings in 2024: 12 Members: • Gerald Throop (Chair) • Deborah Farrington • Linda Mantia • Andrea Rosen	Purpose: The primary purpose of our Audit Committee is to assist the Board’s oversight of, among other things:
	• Audits of our financial statements. • The quality and integrity of our financial statements and related disclosure. • Our policies and practices with respect to risk assessment and risk management (except with respect to those risks for which oversight is assigned to another Board committee), in conjunction with the management team.	• The conduct and systems of internal control over financial reporting and disclosure controls and procedures. • The qualifications, engagement, compensation, independence, and performance of our independent auditor. • The performance of our internal audit function.

Financial Expertise: Each of the members of the Audit Committee qualifies as an "audit committee financial expert" as such term has been defined by the SEC in Item 407(d) of Regulation S-K.


Compensation Committee

Meetings in 2024: 6 Members: • Brent Bickett (Chair) • Ronald Clarke • Thomas Hagerty • Andrea Rosen	Purpose: The primary purpose of our Compensation Committee is to assist the Board in overseeing our management compensation policies and practices, including, among other things:
	• Making recommendations to the Board with respect to the compensation of our directors. • Reviewing and approving selection of peer companies used for compensation analysis.	• Making recommendations to the Board with respect to all equity-based compensation plans. • Determining and approving the compensation of our executive officers.
	• Reviewing and approving incentive compensation awards to executive officers.

Compensation Committee Interlocks and Insider Participation: No member of our Compensation Committee has ever been one of our executive officers or employees. None of our executive officers currently serve, or have served during the last fiscal year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or Compensation Committee.


Corporate Governance and Nominating Committee

Meetings in 2024: 4 Members: • Deborah Farrington (Chair) • Brent Bickett • Linda Mantia • Ganesh Rao	Purpose: The primary purpose of our Corporate Governance and Nominating Committee is to, among other things:
	• Make recommendations to the Board regarding members and chairpersons of Board committees. • Provide oversight of policies and programs on issues of social responsibility and environmental sustainability.	• Take responsibility for management succession planning for non-CEO senior management. • Determine corporate governance practices and related matters. • Assist the Board with identifying individuals qualified to become Board members.



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Board’s Role in Risk Oversight

Board of Directors

The Board as a whole has responsibility for oversight of risk. This approach allows the Board to draw upon the experience and judgment of all directors in overseeing and managing the risks we face. The committees of the Board support the Board in exercising its risk oversight duties by overseeing the risks within the purview of their respective substantive areas. The chairs of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee report on any committee-level risk-related discussions to the Board at each regular meeting of the Board, and the chair of the Acquisition and Finance Committee reports regularly to the Board summarizing the committee’s actions and any significant issues considered by the committee. This reporting process enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. The table below highlights the types of risks overseen by each of our committees:

Acquisition and Finance Committee

Audit Committee

Compensation Committee

Corporate Governance and Nominating Committee

• Capital expenditures, investments, acquisitions, dispositions, financing activities, and other related matters not addressed by the entire Board

• Design and operation of the Enterprise Risk Management program

• Design and operation of the Company's internal controls over financial reporting

• Ongoing assessment, monitoring, and mitigation of enterprise risks, with a focus on mission-critical risks including in the areas of cybersecurity, information technology, operational resilience, funds movement, and privacy, in addition to other emerging risks such as artificial intelligence

• Operation of a risk-based internal audit function

• Compensation policies and practices impacting recruitment and retention of executive talent, including reviewing and approving the annual compensation risk assessment conducted by management and the Compensation Committee's independent compensation consultant

• Corporate governance and related matters, including Board composition and refreshment, succession planning for non-CEO senior management, and policies and programs on issues of social responsibility and environmental sustainability

Management

Our Board works directly with management to review Dayforce’s major areas of risk, assess management’s strategies for adequately managing risk, and determine the levels of risk appropriate for Dayforce.

Enterprise Risk Management

Internal Audit

Our Enterprise Risk Management program is designed to identify, assess, and prioritize our risk exposures across various time frames, from the short-term to the long-term. Risks are evaluated based on their potential magnitude, likelihood, and immediacy. Our Governance Risk and Compliance Executive Committee of the Executive Operating Committee is responsible for providing oversight and operational support with respect to Dayforce's functional risk management programs.

Our Internal Audit function provides independent assessments to the Audit Committee, management, and outside parties on the adequacy and effectiveness of governance, risk management, and control processes for the Company. The Internal Audit function is overseen by the Audit Committee.

Additional information regarding the responsibilities of each Board committee is available in the “Committees of the Board of Directors” section on page 12 of this Proxy Statement, and in the charters of each Board committee.



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			Board of Directors

			Board Composition and Selection Criteria			15
			Nominees for Election			15
			Director Compensation			21



						14


Board of Directors

Board Composition and Selection Criteria

The Dayforce Board is comprised of highly experienced directors who possess an array of skills, qualities, and experiences that inform their decision making and empower them to represent the best interest of our stockholders. Our Board members possess significant and relevant experience, including in areas of strategic and financial planning, public company financial reporting, and transformation leadership. The diversity of tenure of the Board which spans investors who have been with Dayforce since before its initial public offering in 2018, as well as those who joined the Company subsequently, instills the board room with a strong mix of long-term understanding of our business and technology and the HCM market as a whole, and fresh perspectives to the opportunities awaiting Dayforce.

The Corporate Governance and Nominating Committee has responsibility for identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board the nominees to stand for election as directors at the Annual Meeting.

The Corporate Governance and Nominating Committee has recommended, and the Board has nominated, each nominee for election to the Board after considering the following criteria:

• Personal qualities and characteristics, accomplishments, and reputation in the business community;

• Current knowledge and contacts in the communities in which Dayforce does business and in Dayforce’s industry or other industries relevant to Dayforce’s business;

• Ability and willingness to commit adequate time to Board and committee matters;

• The fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial, and responsive to Dayforce’s needs; and

• Diversity of viewpoints, background, experience, and other demographics. In considering the diversity of a potential nominee, the Board will consider all aspects of diversity in order to enable the Board to perform its duties and responsibilities effectively.

Nominees for Election

Nominee Skills and Demographic Matrix

The following table summarizes the types of experience, qualifications, attributes, and skills possessed by one or more of our nominees, that, among other factors, led our Board to recommend these nominees for election of the Board. Nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities. The demographic information presented below is based primarily on voluntary self-identification by each nominee.



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Brent Bickett

Ronald Clarke

Deborah Farrington

Thomas Hagerty

Linda Mantia

David Ossip

Ganesh Rao

Andrea Rosen

Gerald Throop

Key Skills

Strategic Transformation Leadership: Experience driving strategic direction and growth of an organization shifting its business strategy.

Public Company Board Service: Experience with public company reporting obligations, investor interaction, and governance requirements.

C Suite / Management Leadership: Experience serving in a significant leadership position.

Industry Background: Experience in human capital management, financial services, fintech, or payments.

Technology or Software Experience: Experience implementing technology strategies for long-term R&D, planning, and strategy.

Financial Literacy: Experience or expertise in financial accounting and reporting or financial management.

Global Business Background: Experience and exposure to global markets and cultures.

Mergers & Acquisitions / Corporate Finance: Experience creating long-term value through acquisitions and growth strategies and having expertise in financial strategy.

Human Resources / Talent Management: Experience with HR strategies and efforts to attract, motivate, and retain candidates for key positions, and experience in talent development.

Enterprise Risk Management / Cybersecurity: Experience in enterprise risk oversight, including experience in overseeing and managing cybersecurity risks.

Sustainability: Experience in sustainability, community affairs, and/or corporate responsibility.

Demographics

Age

Gender Identity

Race / Ethnicity

Director Since

2013*

2018

2019

2013*

2020

2015

2013*

2018

Intermediate Knowledge

M - Male

W - White/Caucasian

Advanced

Knowledge

F - Female

A - Asian

* Indicates the year appointed to serve on the Board of Dayforce, Inc. Please note that this date is not inclusive of past positions held with predecessor entities of Dayforce, Inc.



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Biographies of our Director Nominees


Brent Bickett

Age 60 Director Since 2013 Independent
	Career Highlights Mr. Bickett has served as a director of Dayforce, Inc. since December 2013. He also served as a director or manager for other Dayforce entities between May 2007 and April 2018. Mr. Bickett currently serves as president and chief executive officer of 3B Capital Partners, Inc., a private principal investment and capital advisory company. Mr. Bickett previously served as president until December 2020 and senior advisor until December 2021 for Cannae Holdings, Inc. (“Cannae”), a NYSE listed diversified investment company. Mr. Bickett also previously served as president and executive vice president of corporate strategy at Fidelity National Financial, Inc., a leading provider of title insurance and real estate settlement services.


	Key Skills and Qualifications Mr. Bickett brings to the Board investment, management, transaction, capital allocation, and corporate strategy experience. His expertise in management leadership, mergers & acquisitions/corporate finance, and his financial literacy make him well-qualified to serve as a director.


	Committees • Acquisition and Finance • Compensation (Chair) • Corporate Governance and Nominating	Other Public Company Boards • Current : None


Ronald Clarke

Age 69 Director Since 2018 Independent
	Career Highlights Mr. Clarke has served as a director of Dayforce, Inc. since July 2018. Mr. Clarke has been the chief executive officer of Corpay, Inc., a leading global business payments company and a NYSE listed company, since August 2000 and has served as chairman of its board of directors since March 2003. Prior to that, Mr. Clarke served as president and chief operating officer of AHL Services, Inc., a staffing firm, and as chief marketing officer and later as a division president with Automatic Data Processing, Inc., a computer services company. Earlier in his career, Mr. Clarke was a principal with Booz Allen Hamilton, a global management consulting firm, and a marketing manager for General Electric Company, a diversified technology, media, and financial services corporation.


	Key Skills and Qualifications Mr. Clarke brings to the Board management and leadership experience, and possesses a deep knowledge of the opportunities and challenges that CEOs of public companies face. His expertise in strategic transformation leadership, management leadership, and mergers & acquisitions/corporate finance makes him well-qualified to serve as a director.


	Committees • Compensation	Other Public Company Boards • Current : Corpay, Inc.



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Deborah Farrington

Age 74 Director Since 2019 Independent
	Career Highlights Ms. Farrington has served as a director of Dayforce, Inc. since April 2019. Ms. Farrington is a founder and President of StarVest Management, Inc., the management company for the StarVest funds, and since 1999 has been a general partner of StarVest Partners, L.P., an expansion stage venture capital and growth equity firm. Earlier in her career, Ms. Farrington was an investment banker and executive with Merrill Lynch & Co., an investment bank.


	Key Skills and Qualifications Ms. Farrington brings to the Board experience in executive leadership, public company governance, and corporate, finance, and investment strategies. Her history of public company board service, including in the software services space, and her financial literacy make her well-qualified to serve as a director.


	Committees • Acquisition and Finance • Audit • Corporate Governance and Nominating (Chair)	Other Public Company Boards • Current : Cumulus Media Inc. • Within Last Five Years : Collectors Universe, Inc. (publicly listed company at time of service); NCR Corporation; RedBall Acquisition Corp. (publicly listed company at time of service)


Thomas Hagerty

Age 62 Director Since 2013 Independent
	Career Highlights Mr. Hagerty has served as a director of Dayforce, Inc. since September 2013, and other Dayforce entities between April 2008 and April 2018. Mr. Hagerty is a managing director of Thomas H. Lee Partners, L.P. (“THL”), a private equity firm, which he joined in 1988.


	Key Skills and Qualifications Mr. Hagerty brings to the Board managerial and strategic experience working with large growth-oriented companies, and experience in enhancing value at such companies. His expertise in strategic transformation leadership, mergers & acquisitions/corporate finance, and his financial literacy make him well-qualified to serve as a director.


	Committees • Acquisition and Finance (Chair) • Compensation	Other Public Company Boards • Current : Corpay, Inc.; Dun & Bradstreet Holdings, Inc.; Fidelity National Financial, Inc. • Within Last Five Years : Black Knight, Inc. (publicly listed company at time of service); Foley Trasimene Acquisition Corp. (publicly listed company at time of service)



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Linda Mantia

Age 56 Director Since 2020 Independent
	Career Highlights Ms. Mantia has served as a director of Dayforce, Inc. since June 2020. Prior to joining our Board, Ms. Mantia was Senior Executive Vice President, Chief Operating Officer of Manulife Financial Corporation, an international insurance and financial service company listed on the NYSE and TSX. Ms. Mantia also previously served as Executive Vice President of Digital Banking, Payments and Cards at Royal Bank of Canada (“RBC”), a multinational financial services company listed on the NYSE, as well as in other leadership roles at RBC, including Executive Vice President, Global Cards and Payments. Earlier in her career, Ms. Mantia worked at McKinsey & Co., a global management consulting firm, and prior to that, she practiced law at Davies Ward Phillips & Vineberg LLC.


	Key Skills and Qualifications Ms. Mantia brings to the Board experience in executive leadership roles, HR strategy, and enterprise risk management, including in scaled companies in the financial services, payments, and digital technology spaces. Her expertise in strategic transformation leadership, management leadership, and enterprise risk management makes her well-qualified to serve as a director.


	Committees • Audit • Corporate Governance and Nominating	Other Public Company Boards • Current : Maple Leaf Foods Inc. • Within Last Five Years : McKesson Corporation; MindBeacon Holdings Inc. (publicly listed company at time of service)


David Ossip

Age 58 Director and Chair of the Board Since 2015 Non-Independent
	Career Highlights Mr. Ossip is Chair of the Board and CEO for Dayforce, Inc. Mr. Ossip has held the position of Chair since August 2015 and CEO since November 2023. Previously, Mr. Ossip served as Co-CEO of Dayforce from February 2022 until November 2023, and CEO of Dayforce from July 2013 until February 2022. Mr. Ossip joined Dayforce following the acquisition of Dayforce Corporation in 2012, where he held the position of chief executive officer.


	Key Skills and Qualifications Mr. Ossip brings to the Board managerial, technology, and strategic experience, including deep knowledge of Dayforce's industry. His expertise in management leadership and technology and software, and industry background make him well-qualified to serve as a director.


	Committees None	Other Public Company Boards • Current : None • Within Last Five Years : Dragoneer Growth Opportunities Corp. (publicly listed company at time of service); Dragoneer Growth Opportunities Corp. II (publicly listed company at time of service); Dragoneer Growth Opportunities Corp. III (publicly listed company at time of service)



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Ganesh Rao

Age 48 Director Since 2013 Independent
	Career Highlights Mr. Rao has served as a director of Dayforce, Inc. since September 2013, and other Dayforce entities between May 2013 and April 2018. Mr. Rao is a managing director of THL, a private equity firm, which he joined in 2000. Prior to joining THL, Mr. Rao worked at Morgan Stanley & Co. Incorporated in the mergers & acquisitions department.


	Key Skills and Qualifications Mr. Rao brings to the Board managerial and strategic experience working with large growth-oriented companies, and experience in enhancing value at such companies. His expertise in strategic transformation leadership and mergers & acquisitions/corporate finance, and his financial literacy make him well-qualified to serve as a director.


	Committees • Acquisition and Finance • Corporate Governance and Nominating	Other Public Company Boards • Current : Dun & Bradstreet Holdings, Inc. • Within Last Five Years : Black Knight, Inc. (publicly listed company at time of service); MoneyGram International, Inc.


Andrea Rosen

Age 70 Director Since 2018 Independent
	Career Highlights Ms. Rosen has served as a director of Dayforce, Inc. since July 2018. Earlier in her career, Ms. Rosen was vice chair of TD Bank Financial Group, a company which offered a full range of financial products and services, and president of TD Canada Trust. Prior to that, she was executive vice president of TD Commercial Banking and vice chair of TD Securities.


	Key Skills and Qualifications Ms. Rosen brings to the Board global business experience, industry background, and HR strategy experience gained through her broad public board service and former executive management roles with large financial institutions. Her expertise in strategic transformation leadership, public company board service, and management leadership makes her well-qualified to serve as a director.


	Committees • Audit • Compensation	Other Public Company Boards • Current : Element Fleet Management Corp. • Within Last Five Years : Emera Inc.; Manulife Financial Corporation



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Gerald Throop

Age 67 Director Since 2018 and Lead Director Since 2019 Independent
	Career Highlights Mr. Throop has served as a director of Dayforce, Inc. since April 2018 and Lead Director since November 2019. Since 2011, Mr. Throop has worked independently as a private equity investor, director, and advisor to early-stage companies. Prior to 2011, he spent 17 years in executive leadership positions in the securities and banking industry, including the position of executive vice president, managing director, and head of equities for both National Bank of Canada and Merrill Lynch Canada. Mr. Throop currently serves on the board of directors of Nasdaq Canada Inc., and has served as either a member of the board of directors or the chief financial officer of several companies that were TSX listed at the time of his service, including Workbrain Corporation, Toronto Stock Exchange, Call-Net Enterprises/Sprint Canada Inc., and Tie Telecommunications Canada Limited. Mr. Throop is a Chartered Public Accountant.


	Key Skills and Qualifications Mr. Throop brings to the Board financial, managerial, and investment experience gained through his background as a leader at major banking and securities institutions, and as a chief financial officer of public companies. His expertise in strategic transformation leadership, public company board service, and his financial literacy make him well-qualified to serve as a director.


	Committees • Audit (Chair)	Other Public Company Boards • Current : Corpay, Inc.

Stockholder Recommendations

In making its nominations, the Board will consider all stockholder recommendations for Board nominees submitted in compliance with the Company's Amended and Restated Bylaws. Stockholders may submit recommendations for director candidates to the Corporate Governance and Nominating Committee by sending the individual’s name, qualifications, and other relevant information as described in the Company's Amended and Restated Bylaws, to Dayforce, Inc., c/o Corporate Secretary, 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425. The Corporate Secretary will forward all stockholder recommendations to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. Please see “Transaction of Other Business and Additional Information” beginning on page 78 of this Proxy Statement for more information.

Director Compensation

Our Board believes that compensation for directors should be competitive, aligned with stockholders, and reflect the highest standards of corporate governance. Our compensation program for directors is reviewed periodically by our Compensation Committee to ensure that the program remains competitive.



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Current Director Compensation Program

The current director compensation program for non-employee directors consists of:

• An annual cash retainer of $50,000;

• Annual equity award grants of $250,000;

• Annual cash committee chair fees (Audit Committee, $20,000; Compensation Committee, $12,500; Corporate Governance and Nominating Committee, $7,500; Acquisition and Finance Committee, $7,500);

• Annual cash Lead Director fee of $50,000; and

• One-time time-based RSU grant with a value of $200,000 made to non-employee directors upon appointment to the Board.

The annual cash retainer and annual cash committee chair and Lead Director fees are paid pro-rata quarterly. Directors are given the flexibility to elect to receive any portion of their annual cash retainer or annual cash committee chair and Lead Director fees in the form of RSUs. Annual RSU awards vest over a one year period on a pro rata basis on the quarterly anniversary of the date of grant. The one-time RSU award granted upon appointment to the Board vests pro-rata annually over a three-year period following the date of grant. Directors who are Canadian taxpayers have the ability to defer issuance of the Common Stock underlying their vested RSUs pursuant to the terms of our Dayforce, Inc. 2018 Equity Incentive Plan (the "2018 EIP") and the underlying RSU award agreement, and directors who are U.S. taxpayers have the ability to elect to defer issuance of the Common Stock underlying their vested RSUs pursuant to the Dayforce, Inc. Non-Employee Director Deferral Program.

Our directors may be reimbursed for approved director education courses and out-of-pocket travel expenses incurred in connection with attendance at Board and Board committee meetings and other Board-related activities.

Director Stock Ownership Principles and Guidelines

Stock ownership and stockholder alignment are key principles of our director compensation program and are reinforced from a director’s appointment to the Board until their service concludes. Therefore, we provide for annual elections where directors may receive any portion of their annual cash fees in the form of RSU awards and provide a one-time RSU award upon a non-employee director’s initial appointment to the Board.

The Compensation Committee has established Stock Ownership Guidelines to encourage equity ownership by our non-employee directors to reinforce the link between their financial interests and those of our stockholders. A person covered by the Stock Ownership Guidelines will have five years from the later of February 27, 2020, or the date the individual became a covered person to satisfy the stock ownership requirements.

We set the Stock Ownership Guidelines for our non-employee directors based on a multiple of their annual base cash retainer as of December 31 of each year. Qualifying shares under the Stock Ownership Guidelines consist of:

• shares of Common Stock or Exchangeable Shares held directly or beneficially owned by the covered person; and

• vested time-based vesting RSUs held directly by the covered person and granted to the covered person under a Dayforce equity plan.

Under our Stock Ownership Guidelines, each non-employee director is expected to own an amount of our stock equal in value to five times their annual base cash retainer. As of December 31, 2024, each of our non-employee directors complied with the requirements of the Stock Ownership Guidelines.

Discussion of the Stock Ownership Guidelines as they apply to the named executive officers ("Named Executive Officers" or "NEOs") is contained in the "Compensation Governance" section of the CD&A beginning on page 40 of this Proxy Statement.



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Director Compensation for Fiscal Year 2024

The following table presents the total annual compensation for each person who served as a member of our Board during 2024, other than Mr. Ossip, who received no additional compensation for his service as a member of our Board during 2024.


Name	Fees Earned in Cash ($)(1)(2)	Stock Awards ($)(2)(3)(4)	Total ($)
Brent Bickett	62,500	250,000	312,500
Ronald Clarke	50,000	250,000	300,000
Deborah Farrington	57,500	250,000	307,500
Thomas Hagerty	57,500	250,000	307,500
Linda Mantia	50,000	250,000	300,000
Ganesh Rao	50,000	250,000	300,000
Andrea Rosen	50,000	250,000	300,000
Gerald Throop	120,000	250,000	370,000

(1) Represents cash fees earned in Fiscal Year 2024. Our directors are paid their cash fees in installments in arrears quarterly.

(2) In May 2024, Mr. Bickett elected to receive all $300,000 of his 2024 annual cash and equity compensation and his $12,500 Compensation Committee Chair fee in the form of RSUs for a total of 5,454 RSUs.

In May 2024, Mr. Clarke elected to receive $250,000 of his 2024 annual equity compensation in the form of RSUs, for a total of 4,363 RSUs. He also elected to have $50,000 of his 2024 annual cash compensation paid in the form of cash.

In May 2024, Ms. Farrington elected to receive $250,000 of her 2024 annual equity compensation in the form of RSUs for a total of 4,363 RSUs, and all $50,000 of her annual cash compensation and all $7,500 of her Corporate Governance and Nominating Chair fee in the form of cash.

In May 2024, Mr. Hagerty elected to receive all $300,000 of his 2024 annual cash and equity compensation and his $7,500 Acquisition and Finance Committee Chair fee in the form of RSUs, for a total of 5,367 RSUs.

In May 2024, Ms. Mantia elected to receive all $250,000 of her 2024 annual equity compensation in the form of RSUs, for a total of 4,363 RSUs. She also elected to have $50,000 of her 2024 annual cash compensation paid in the form of cash.

In May 2024, Mr. Rao elected to receive all $300,000 of his 2024 annual cash and equity compensation in the form of RSUs, for a total of 5,236 RSUs.

In May 2024, Ms. Rosen elected to receive $250,000 of her 2024 annual equity compensation in the form of RSUs, for a total of 4,363 RSUs. She also elected to have $50,000 of her 2024 annual cash compensation paid in the form of cash.

In May 2024, Mr. Throop elected to receive all $370,000 of his 2024 annual cash and equity compensation in the form of RSUs, for a total of 6,458 RSUs.

(3) Represents the aggregate grant date fair value of the RSU awards granted in 2024, computed in accordance with Financial Accounting Standards Board Account Standards Codification (“FASB ASC”) Topic 718. These values have been determined based on the assumptions set forth in Note 2 to our consolidated financial statements included in the 2024 Annual Report. For each director, the number of units granted was determined by dividing the grant date value of the award by $57.29, the closing price of the Company's stock on the grant date of May 3, 2024.

(4) Unvested equity as of December 31, 2024, vesting in two quarterly installments on February 3, 2025, and May 3, 2025 is as follows:

(a) Mr. Bickett holds 2,726 RSUs;

(b) Mr. Clarke holds 2,181 RSUs;

(d) Mr. Hagerty holds 2,683 RSUs;

(e) Ms. Mantia holds 2,181 RSUs;

(f) Mr. Rao holds 2,618 RSUs;

(g) Ms. Rosen holds 2,181 RSUs; and

(h) Mr. Throop holds 3,228 RSUs.



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			Executive Team



						24

Biographies of our Executive Officers

The following tables provide certain information about our executive officers as of March 13, 2025.


David Ossip

Age 58			Chair and Chief Executive Officer Mr. Ossip is our Chair and Chief Executive Officer. For Mr. Ossip’s biography, see the "Biographies of our Director Nominees" section of this Proxy Statement beginning on page 17 of this Proxy Statement.


Jeremy Johnson

Age 41			Executive Vice President, Chief Financial Officer Mr. Johnson is our Executive Vice President, Chief Financial Officer, a position he has held since January 2024. Prior to joining the Company, Mr. Johnson held the position of Chief Financial Officer at SmartRecruiters, Inc., a talent acquisition software platform, from September 2021 until December 2023. In addition to his role as Chief Financial Officer, for the period August 2022 to April 2023, Mr. Johnson also served as interim Chief Executive Officer for SmartRecruiters, Inc. Prior to that, Mr. Johnson held the position of Senior Vice President, Financial Planning and Analysis and Investor Relations at the Company from December 2020 to August 2021, Vice President, Finance from December 2016 through November 2020, and other roles within Finance at the Company from January 2012 to December 2016. Mr. Johnson is a certified public accountant.


Samer Alkharrat

Age 56			Executive Vice President, Chief Revenue Officer Mr. Alkharrat is our Executive Vice President, Chief Revenue Officer, a position he has held since June 2023. Prior to joining the Company, Mr. Alkharrat served as Chief Partner Officer at Workday, Inc., a provider of enterprise cloud applications, from March 2022 to February 2023. Previously, he held the position of President and Chief Revenue Officer at C3 AI, an artificial intelligence software provider, from June 2021 to February 2022. Prior to that, he served as the Senior Vice President of Worldwide Sales at VMware LLC, a cloud service provider, from November 2019 to 2021.



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Stephen Holdridge

Age 64			President and Chief Operating Officer Mr. Holdridge is our President and Chief Operating Officer. Mr. Holdridge has held the Chief Operating Officer role since September 2024. Previously, Mr. Holdridge served as our President, Customer and Revenue Operations from February 2023 to September 2024. Mr. Holdridge joined the Company in January 2020, serving as Global Head of Services until February 2022 and Executive Vice President, Chief Customer Officer from February 2022 until February 2023.


Jeffrey Jacobs

Age 49			Head of Accounting and Financial Reporting Mr. Jacobs is our Head of Accounting and Financial Reporting and serves as the Principal Accounting Officer, positions he has held since May 2020. Previously, Mr. Jacobs served as our Vice President, Finance from December 2016 until May 2020. Mr. Jacobs is a certified public accountant (inactive).


Joseph Korngiebel

Age 54			Executive Vice President, Chief Strategy, Product, and Technology Officer Mr. Korngiebel is our Executive Vice President, Chief Strategy, Product, and Technology Officer, a position he has held since September 2024. Previously, Mr. Korngiebel served as our Executive Vice President, Chief Product and Technology Officer from July 2020 to September 2024. Prior to joining the Company, Mr. Korngiebel held various positions at Workday, Inc., a provider of enterprise cloud applications, since March 2006, including as Chief Technology Officer from May 2017 until July 2020.


William McDonald

Age 60			Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary Mr. McDonald is our Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary, positions he has held since July 2024. Previously, Mr. McDonald served as our Executive Vice President and General Counsel from July 2021 to July 2024, and as our Corporate Secretary since February 2016. Mr. McDonald served as Senior Vice President, Deputy General Counsel of the Company from February 2016 until July 2021.



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			Executive Compensation

			Compensation Committee Report			28
			Compensation Discussion and Analysis			28
			Executive Compensation Tables			43
			Agreements with our NEOs			53
			CEO Pay Ratio			54
			Pay Versus Performance			55



						27


Executive Compensation

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the CD&A with Dayforce’s management. Based on this review and discussion, our Compensation Committee recommended to the Board that the CD&A be included in the 2024 Annual Report and this Proxy Statement.

Members of our Compensation Committee

Brent Bickett, Chair

Ronald Clarke

Thomas Hagerty

Andrea Rosen

Compensation Discussion and Analysis

This CD&A focuses on how our NEOs were compensated for Fiscal Year 2024, and how their Fiscal Year 2024 compensation aligned with our pay for performance philosophy. For Fiscal Year 2024, Dayforce’s NEOs were as follows:


Name and Position	David Ossip	Chair and Chief Executive Officer
	Jeremy Johnson (1)	Executive Vice President, Chief Financial Officer
	Samer Alkharrat	Executive Vice President, Chief Revenue Officer
	Christopher Armstrong (2)	Executive Vice President, Chief Customer Officer
	Stephen Holdridge (3)	President and Chief Operating Officer
	Joseph Korngiebel (4)	Executive Vice President, Chief Strategy, Product, and Technology Officer

(1) Mr. Johnson was appointed Executive Vice President, Chief Financial Officer effective as of January 1, 2024.

(2) Mr. Armstrong was appointed Executive Vice President, Chief Customer Officer effective as of September 5, 2024, and as of that date was no longer designated an officer as defined under Rule 16a-1 under the Exchange Act. Prior to that date, Mr. Armstrong served as Executive Vice President, Chief Operating Officer.

(3) Mr. Holdridge was appointed President and Chief Operating Officer effective as of September 5, 2024. Prior to that date, Mr. Holdridge served as President, Customer and Revenue Operations.

(4) Mr. Korngiebel was appointed Executive Vice President, Chief Strategy, Product, and Technology Officer effective as of September 5, 2024. Prior to that date, Mr. Korngiebel served as Executive Vice President, Chief Product and Technology Officer.

Executive Summary

Dayforce is a global leader in HCM technology, focused on improving work for thousands of customers and millions of employees around the world. We provide a single, global people platform for human resources, payroll and tax, workforce management, benefits, and talent intelligence. Our goal is to empower Dayforce customers to unlock their workforce's full potential and operate with confidence.

Our compensation programs and overall strategy are driven by our Compensation Committee, with a focus on aligning pay with sustained, long-term stockholder outcomes. Our Compensation Committee reviews the efficacy of our programs on an annual basis, taking into consideration factors including our compensation philosophy, business performance, stockholder feedback, peer group, and company-wide objectives. The compensation program for our NEOs in Fiscal Year 2024 represented a continued effort toward aligning executive compensation with our core company goals. The Compensation Committee believes that our compensation program was essential in incentivizing our strong performance during the year and in orienting our executive team toward sustainable stockholder value creation.



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Fiscal Year 2024 Company Performance

During Fiscal Year 2024, our executive team led Dayforce to achieve certain operational and financial milestones that position us for continued short- and long-term success. Key metrics supporting this progress include the following results:


$1.8 billion						98 %
Total revenue for the fiscal year ended December 31, 2024, an increase of 16% year-over-year.						Dayforce gross revenue retention rate for the fiscal year ended December 31, 2024, an increase of 90 basis points year-over-year. 1

6 , 876						900 +
Customers live on Dayforce TM as of December 31, 2024, an increase of 7.6% year-over-year.						Compliance updates in 2024.

Leader						Most Loved
Fifth consecutive year named a Leader in the Gartner ® Magic Quadrant TM for Cloud HCM Suites for 1,000+ Employee Enterprises. 2						Named one of the Top 100 Most Loved Workplaces in America by Newsweek. 3