DAYFORCE, INC., DEF 14A filed on 3/12/2024
Proxy Statement (definitive)
v3.24.0.1
Cover
12 Months Ended
Dec. 31, 2023
Cover [Abstract]  
Document Type DEF 14A
Amendment Flag false
Entity Registrant Name Dayforce, Inc.
Entity Central Index Key 0001725057
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company.

 

Year

Summary Compensation Table Total for PEO ($)(1)(3)

Summary Compensation Table Total for PEO #2 ($)(2)(3)

Compensation Actually Paid to PEO ($)(1)(3)

Compensation Actually Paid to PEO #2 ($)(2)(3)

Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3)(4)

Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3)(4)

Value of Initial Fixed $100 Investment Based On:

Net Income

($mm)

Cloud Revenue ($mm)(6)

Total Shareholder Return ($)

Peer Group Total Shareholder Return ($)(5)

2023

$13,591,865

$13,316,374

$12,808,746

$1,958,141

$5,494,164

$4,914,594

$103

$187

$55

$1,408

2022

$10,551,606

$10,553,341

-$98,989,543

-$5,002,373

$4,619,071

$551,052

$95

$114

-$78

$1,016

2021

$10,626,701

--

$174,858

--

$3,955,839

$5,173,330

$154

$175

-$75

$804

2020

$32,998,933

--

$171,576,972

--

$3,260,400

$10,998,682

$157

$148

-$4

$729

 

(1)
Reflects compensation for our Co-Chief Executive Officer, David D. Ossip, who served as our Principal Executive Officer ("PEO") in 2020, 2021, 2022, and 2023.
(2)
Reflects compensation for our second Co-Chief Executive Officer, Leagh E. Turner, who served as our second Principal Executive Officer ("PEO #2") in 2022 and 2023.
(3)
Summary Compensation Table totals and compensation actually paid for 2022 differ from those published in our 2023 Proxy Statement. These differences are the result of changes to the underlying inputs and assumptions aligned with SEC rules.
(4)
Reflects compensation for Noémie C. Heuland, Leagh E. Turner, Christopher R. Armstrong, Scott A. Kitching, Arthur Gitajn, and Ozzie J. Goldschmied in 2020, Noémie C. Heuland, Leagh E. Turner, Christopher R. Armstrong, and Rakesh Subramanian in 2021, Noémie C. Heuland, Christopher R. Armstrong, Joseph B. Korngiebel, and Stephen H. Holdridge in 2022, and Noémie C. Heuland, Christopher R. Armstrong, Stephen H. Holdridge, and Samer Alkharrat in 2023, as shown in the Summary Compensation Table for each respective year.
(5)
Peer Group used for TSR comparisons reflects the S&P Composite 1500 Application Software (Sub Index).
(6)
Cloud Revenue is a GAAP measure, presented on a constant currency basis, that primarily includes revenue generated from solutions that are delivered via two Cloud offerings, Dayforce and Powerpay, adjusted to exclude significant acquisitions or disposals (subject to Board approval). Float revenue is included based on an average budget yield rate and actual volume.

 

To calculate “compensation actually paid” for David D. Ossip and Leagh E. Turner, and other NEOs, the following adjustments were made to the Summary Compensation Table total pay. The 2022 amounts in the tables below differ from those published in our 2023 Proxy Statement. These differences are the result of changes to the underlying inputs and assumptions, aligned with SEC rules.

 

Deductions and Additions to Summary Compensation Table Totals

 

Year

Summary Compensation Table Total ($)

Deductions from Summary Compensation Table Total Pay ($)(1)

Additions To Summary Compensation Table Total Pay ($)

Compensation Actually Paid ($)

David D. Ossip, Co-Chief Executive Officer serving as PEO

2023

$13,591,865

-$12,439,889

$11,656,770

$12,808,746

2022

$10,551,606

-$9,399,991

-$100,141,158

-$98,989,543

2021

$10,626,701

-$9,399,974

-$1,051,869

$174,858

2020

$32,998,933

-$31,689,911

$170,267,950

$171,576,972

Leagh E. Turner,(2) Co-Chief Executive Officer serving as PEO #2

2023

$13,316,374

-$12,439,889

$1,081,656

$1,958,141

2022

$10,553,341

-$9,399,991

-$6,155,723

-$5,002,373

Average for other Named Executive Officers indicated above

2023

$5,494,164

-$4,674,218

$4,094,647

$4,914,594

2022

$4,619,071

-$3,809,042

-$258,977

$551,052

2021

$3,955,839

-$3,042,685

$4,260,176

$5,173,330

2020

$3,260,400

-$2,522,139

$10,260,421

$10,998,682

 

(1)
Deductions from Summary Compensation Table reflects Option Awards and Stock Awards columns of the Summary Compensation Table.
(2)
Leagh E. Turner was added as Co-CEO and therefore PEO #2 in 2022 and 2023. Her compensation details are included in the average for other Named Executive Officers for 2020 and 2021.

 

 

Additions to Summary Compensation Table

 

David D. Ossip, Co-Chief Executive Officer serving as PEO

Year

YE Value of Current Year Awards Outstanding as of YE

+

Change in Value as of YE for Prior Year Awards Outstanding as of YE

+

Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year

=

Value of Equity for CAP Purposes

2023

$10,664,741

+

$2,713,896

+

-$1,721,867

=

$11,656,770

2022

$7,772,346

+

-$73,518,436

+

-$34,395,068

=

-$100,141,158

2021

$15,503,397

+

$7,211,679

+

-$23,766,945

=

-$1,051,869

2020(1)

$104,843,073

+

$87,875,480

+

-$22,450,603

=

$170,267,950

Leagh E. Turner,(2) Co-Chief Executive Officer serving as PEO #2

2023

$0

+

$533,086

+

$548,570

=

$1,081,656

2022

$7,772,346

+

-$7,735,255

+

-$6,192,814

=

-$6,155,723

Average for other Named Executive Officers indicated above

2023

$3,786,358

+

$104,136

+

$204,153

=

$4,094,647

2022

$3,204,538

+

-$1,920,435

+

-$1,543,080

=

-$258,977

2021

$4,315,723

+

$209,263

+

-$264,809

=

$4,260,176

2020(1)

$5,292,803

+

$4,912,369

+

$55,249

=

$10,260,421

 

(1)
PSU Awards granted on February 28, 2020, did not meet performance conditions to vest and were forfeited in February of 2021. These awards have $0 CAP values and are not included in the table above.
(2)
Leagh E. Turner was added as Co-CEO and therefore PEO #2 in 2022. Her compensation details are included in the average for other Named Executive Officers for 2020 and 2021.

 

The equity awards included above are comprised of performance share units, restricted share units, and stock options granted from 2016 through 2022. The following assumptions underpin the fair value calculations.

     
Company Selected Measure Name Cloud Revenue      
Named Executive Officers, Footnote
(1)
Reflects compensation for our Co-Chief Executive Officer, David D. Ossip, who served as our Principal Executive Officer ("PEO") in 2020, 2021, 2022, and 2023.
(2)
Reflects compensation for our second Co-Chief Executive Officer, Leagh E. Turner, who served as our second Principal Executive Officer ("PEO #2") in 2022 and 2023.
(3)
Summary Compensation Table totals and compensation actually paid for 2022 differ from those published in our 2023 Proxy Statement. These differences are the result of changes to the underlying inputs and assumptions aligned with SEC rules.
(4)
Reflects compensation for Noémie C. Heuland, Leagh E. Turner, Christopher R. Armstrong, Scott A. Kitching, Arthur Gitajn, and Ozzie J. Goldschmied in 2020, Noémie C. Heuland, Leagh E. Turner, Christopher R. Armstrong, and Rakesh Subramanian in 2021, Noémie C. Heuland, Christopher R. Armstrong, Joseph B. Korngiebel, and Stephen H. Holdridge in 2022, and Noémie C. Heuland, Christopher R. Armstrong, Stephen H. Holdridge, and Samer Alkharrat in 2023, as shown in the Summary Compensation Table for each respective year.
(5)
Peer Group used for TSR comparisons reflects the S&P Composite 1500 Application Software (Sub Index).
(6)
Cloud Revenue is a GAAP measure, presented on a constant currency basis, that primarily includes revenue generated from solutions that are delivered via two Cloud offerings, Dayforce and Powerpay, adjusted to exclude significant acquisitions or disposals (subject to Board approval). Float revenue is included based on an average budget yield rate and actual volume.
     
Adjustment To PEO Compensation, Footnote

Deductions and Additions to Summary Compensation Table Totals

 

Year

Summary Compensation Table Total ($)

Deductions from Summary Compensation Table Total Pay ($)(1)

Additions To Summary Compensation Table Total Pay ($)

Compensation Actually Paid ($)

David D. Ossip, Co-Chief Executive Officer serving as PEO

2023

$13,591,865

-$12,439,889

$11,656,770

$12,808,746

2022

$10,551,606

-$9,399,991

-$100,141,158

-$98,989,543

2021

$10,626,701

-$9,399,974

-$1,051,869

$174,858

2020

$32,998,933

-$31,689,911

$170,267,950

$171,576,972

Leagh E. Turner,(2) Co-Chief Executive Officer serving as PEO #2

2023

$13,316,374

-$12,439,889

$1,081,656

$1,958,141

2022

$10,553,341

-$9,399,991

-$6,155,723

-$5,002,373

Average for other Named Executive Officers indicated above

2023

$5,494,164

-$4,674,218

$4,094,647

$4,914,594

2022

$4,619,071

-$3,809,042

-$258,977

$551,052

2021

$3,955,839

-$3,042,685

$4,260,176

$5,173,330

2020

$3,260,400

-$2,522,139

$10,260,421

$10,998,682

 

(1)
Deductions from Summary Compensation Table reflects Option Awards and Stock Awards columns of the Summary Compensation Table.
(2)
Leagh E. Turner was added as Co-CEO and therefore PEO #2 in 2022 and 2023. Her compensation details are included in the average for other Named Executive Officers for 2020 and 2021.

 

 

Additions to Summary Compensation Table

 

David D. Ossip, Co-Chief Executive Officer serving as PEO

Year

YE Value of Current Year Awards Outstanding as of YE

+

Change in Value as of YE for Prior Year Awards Outstanding as of YE

+

Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year

=

Value of Equity for CAP Purposes

2023

$10,664,741

+

$2,713,896

+

-$1,721,867

=

$11,656,770

2022

$7,772,346

+

-$73,518,436

+

-$34,395,068

=

-$100,141,158

2021

$15,503,397

+

$7,211,679

+

-$23,766,945

=

-$1,051,869

2020(1)

$104,843,073

+

$87,875,480

+

-$22,450,603

=

$170,267,950

Leagh E. Turner,(2) Co-Chief Executive Officer serving as PEO #2

2023

$0

+

$533,086

+

$548,570

=

$1,081,656

2022

$7,772,346

+

-$7,735,255

+

-$6,192,814

=

-$6,155,723

Average for other Named Executive Officers indicated above

2023

$3,786,358

+

$104,136

+

$204,153

=

$4,094,647

2022

$3,204,538

+

-$1,920,435

+

-$1,543,080

=

-$258,977

2021

$4,315,723

+

$209,263

+

-$264,809

=

$4,260,176

2020(1)

$5,292,803

+

$4,912,369

+

$55,249

=

$10,260,421

 

(1)
PSU Awards granted on February 28, 2020, did not meet performance conditions to vest and were forfeited in February of 2021. These awards have $0 CAP values and are not included in the table above.
(2)
Leagh E. Turner was added as Co-CEO and therefore PEO #2 in 2022. Her compensation details are included in the average for other Named Executive Officers for 2020 and 2021.

 

The equity awards included above are comprised of performance share units, restricted share units, and stock options granted from 2016 through 2022. The following assumptions underpin the fair value calculations.

     
Non-PEO NEO Average Total Compensation Amount $ 5,494,164 $ 4,619,071 $ 3,955,839 $ 3,260,400
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,914,594 551,052 5,173,330 10,998,682
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Cumulative TSR

 

img3529589_56.jpg 

     
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

img3529589_57.jpg 

     
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Cloud Revenue

img3529589_58.jpg 

     
Tabular List, Table

Tabular List of Company Performance Measures

 

The following table alphabetically lists the financial performance measures we believe are most important in linking compensation actually paid to the Company’s NEOs to the Company’s performance during 2023.

1)
Adjusted Cloud Recurring Gross Margin
2)
Adjusted EBITDA
3)
Cloud Annual Recurring Revenue
4)
Cloud Revenue
5)
Sales PEPM ACV
     
Total Shareholder Return Amount $ 103 95 154 157
Peer Group Total Shareholder Return Amount 187 114 175 148
Net Income (Loss) $ 55,000,000 $ (78,000,000) $ (75,000,000) $ (4,000,000)
Company Selected Measure Amount 1,408,000,000 1,016,000,000 804,000,000 729,000,000
David D. Ossip        
Pay vs Performance Disclosure        
PEO Total Compensation Amount $ 13,591,865 $ 10,551,606 $ 10,626,701 $ 32,998,933
PEO Actually Paid Compensation Amount $ 12,808,746 $ (98,989,543) $ 174,858 $ 171,576,972
PEO Name David D. Ossip David D. Ossip David D. Ossip David D. Ossip
David D. Ossip | Deductions from Summary Compensation        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (12,439,889) $ (9,399,991) $ (9,399,974) $ (31,689,911)
David D. Ossip | Additions To Summary Compensation        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,656,770 (100,141,158) (1,051,869) 170,267,950
Leagh E. Turner        
Pay vs Performance Disclosure        
PEO Total Compensation Amount 13,316,374 10,553,341    
PEO Actually Paid Compensation Amount $ 1,958,141 $ (5,002,373)    
PEO Name Leagh E. Turner Leagh E. Turner    
Leagh E. Turner | Deductions from Summary Compensation        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (12,439,889) $ (9,399,991)    
Leagh E. Turner | Additions To Summary Compensation        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,081,656 (6,155,723)    
PEO | David D. Ossip | YE Value of Current Year Awards Outstanding as of YE        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,664,741 7,772,346 15,503,397 104,843,073
PEO | David D. Ossip | Change in Value as of YE for Prior Year Awards Outstanding as of YE        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,713,896 (73,518,436) 7,211,679 87,875,480
PEO | David D. Ossip | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,721,867) (34,395,068) (23,766,945) (22,450,603)
PEO | David D. Ossip | Value of Equity for CAP Purposes        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 11,656,770 (100,141,158) (1,051,869) 170,267,950
PEO | Leagh E. Turner | YE Value of Current Year Awards Outstanding as of YE        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 7,772,346    
PEO | Leagh E. Turner | Change in Value as of YE for Prior Year Awards Outstanding as of YE        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 533,086 (7,735,255)    
PEO | Leagh E. Turner | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 548,570 (6,192,814)    
PEO | Leagh E. Turner | Value of Equity for CAP Purposes        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 1,081,656 (6,155,723)    
Non-PEO NEO | Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted EBITDA      
Non-PEO NEO | Measure:: 2        
Pay vs Performance Disclosure        
Name Cloud Revenue      
Non-PEO NEO | Measure:: 3        
Pay vs Performance Disclosure        
Name Sales PEPM ACV      
Non-PEO NEO | Deductions from Summary Compensation        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (4,674,218) (3,809,042) (3,042,685) (2,522,139)
Non-PEO NEO | Additions To Summary Compensation        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,094,647 (258,977) 4,260,176 10,260,421
Non-PEO NEO | YE Value of Current Year Awards Outstanding as of YE        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,786,358 3,204,538 4,315,723 5,292,803
Non-PEO NEO | Change in Value as of YE for Prior Year Awards Outstanding as of YE        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 104,136 (1,920,435) 209,263 4,912,369
Non-PEO NEO | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 204,153 (1,543,080) (264,809) 55,249
Non-PEO NEO | Value of Equity for CAP Purposes        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 4,094,647 $ (258,977) $ 4,260,176 $ 10,260,421