Andrea Rosen
About Andrea Rosen
Andrea Rosen, age 70, has served as an independent director of Dayforce Inc. since July 2018. She sits on the Audit Committee and the Compensation Committee, and is designated an “audit committee financial expert.” Previously, she was Vice Chair of TD Bank Financial Group, President of TD Canada Trust, Executive Vice President of TD Commercial Banking, and Vice Chair of TD Securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Bank Financial Group | Vice Chair | Not disclosed | Senior leadership in financial services |
| TD Canada Trust | President | Not disclosed | Retail banking leadership |
| TD Commercial Banking | Executive Vice President | Not disclosed | Commercial banking leadership |
| TD Securities | Vice Chair | Not disclosed | Capital markets leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Element Fleet Management Corp. | Director (current) | Not disclosed | Committees not disclosed in Dayforce proxy |
| Emera Inc. | Director (within last five years) | Not disclosed | Committees not disclosed in Dayforce proxy |
| Manulife Financial Corporation | Director (within last five years) | Not disclosed | Committees not disclosed in Dayforce proxy |
Board Governance
- Independence and attendance: Dayforce’s Board determined all directors other than the CEO (David Ossip) are independent; each director attended at least 92% of Board and applicable committee meetings in 2024 .
- Leadership: Gerald Throop serves as Independent Lead Director; CEO/Chair roles combined (Ossip) with delineated Lead Director powers .
- Committee assignments (2024):
- Audit Committee: Member; committee met 12 times; all members qualify as “audit committee financial expert” .
- Compensation Committee: Member; committee met 6 times; committee is fully independent; no interlocks or insider participation .
Fixed Compensation (Director Pay Program and 2024 Actuals)
| Component | Details |
|---|---|
| Annual cash retainer | $50,000 (standard non-employee director cash retainer) |
| Annual equity grant | $250,000 in RSUs; Andrea Rosen elected RSUs (4,363 RSUs at $57.29 on May 3, 2024) |
| Committee chair fees | Not applicable to Rosen (Audit Chair: Throop; Compensation Chair: Bickett) |
| Lead Director fee | Not applicable (Lead Director fee is $50,000; held by Throop) |
| Meeting fees | None disclosed |
| One-time new director RSU | $200,000 (three-year pro rata vest) — applies upon appointment; historical design feature |
| 2024 total compensation (actual) | Cash: $50,000; Stock awards: $250,000; Total: $300,000 |
| 2024 unvested director RSUs at 12/31/24 | 2,181 RSUs vesting on Feb 3, 2025 and May 3, 2025 |
Performance Compensation
| Plan Component | Performance Metric(s) | Weight | Payout Basis |
|---|---|---|---|
| Director equity (RSUs) | None (time-based) | N/A | Time-based vesting; no performance metrics for directors |
- Directors may elect to receive any portion of cash fees in RSUs; annual RSUs vest quarterly over one year; initial one-time RSU vests over three years .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Element Fleet Management Corp. |
| Within last five years | Emera Inc.; Manulife Financial Corporation |
| Compensation Committee interlocks | None; committee fully independent and no executive officer interlocks disclosed |
Expertise & Qualifications
- Audit committee financial expert under SEC rules; deep financial oversight experience .
- Senior leadership across large financial institutions (TD Bank/TD Canada Trust/TD Securities) with global business and HR strategy exposure; broad public board experience .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (SEC definition) | 45,385 shares | Includes derivative securities per SEC rules |
| Direct/common stock | 8,497 shares | |
| RSUs (vested or vesting within 60 days of 3/6/25) | 1,090 shares | |
| Stock options (exercisable within 60 days of 3/6/25) | 35,798 shares | |
| Unvested director RSUs (as of 12/31/24) | 2,181 units | Scheduled to vest 2/3/25 and 5/3/25 |
| Shares outstanding (for % calc) | 160,216,283 | Includes Common Stock and Special Voting Share equivalent votes as of record date |
| Ownership % | ~0.03% | 45,385 / 160,216,283 (calculated from disclosed figures) |
Alignment and restrictions:
- Director stock ownership guideline: 5x annual cash retainer; all non-employee directors were in compliance as of 12/31/24 .
- No hedging or pledging permitted under Insider Trading Policy; no exceptions granted in 2024 .
Governance Assessment
- Strengths: Independent director with high attendance (≥92% in 2024), dual service on Audit and Compensation (with “audit committee financial expert” designation), and compliance with robust stock ownership guidelines; company prohibits hedging/pledging with no exceptions in 2024 .
- Pay structure alignment: Fixed cash plus significant equity in time-based RSUs promotes alignment; 2024 actual director pay of $300,000 (cash $50,000; stock $250,000) matches program design; ability to elect fees as RSUs further strengthens equity alignment .
- Overboarding and independence safeguards: Board tightened overboarding to max four public boards and confirmed all directors (including Rosen) satisfy the guideline; all non-employee directors are independent .
- Related-party exposure: No related-party transactions involving Andrea Rosen are disclosed; related-party revenues/payments listed involve other parties (e.g., Corpay with shared directors Clarke/Hagerty/Throop; Verve Senior Living tied to Ossip; BlackRock/Capital Group as >5% holders) .
- Shareholder context: Say-on-pay support was 91.4% at the 2024 Annual Meeting, signaling broad shareholder support for compensation governance practices .
RED FLAGS: None identified specific to Andrea Rosen in the proxy—no disclosed related-party transactions, no hedging/pledging exceptions, and strong attendance and independence metrics .