David Ossip
About David Ossip
David Ossip (age 58) is Chair of the Board (since Aug 2015) and Chief Executive Officer (CEO) of Dayforce, Inc. (formerly Ceridian). He served as CEO from July 2013–Feb 2022, Co‑CEO from Feb 2022–Nov 2023, and resumed CEO in Nov 2023; he joined Dayforce via the 2012 acquisition of Dayforce Corporation where he was founder/CEO . Under his leadership, Dayforce reported 2024 total revenue of $1.8B (+16% YoY), 98% Dayforce gross revenue retention, operating cash flow of $281.1M (+28% YoY), and free cash flow (FCF) of $171.5M (+63% YoY) . Dayforce’s “value of $100” TSR metric stood at 107 in 2024 versus 206 for the S&P 1500 Application Software peer index, contextualizing relative shareholder returns over the period presented .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dayforce, Inc. | Chair of the Board | Aug 2015–present | Combined Chair/CEO leadership; Board believes combined role facilitates strategy execution with independent Lead Director oversight . |
| Dayforce, Inc. | Chief Executive Officer | Jul 2013–Feb 2022; Nov 2023–present | Scaled cloud HCM platform; rebrand to Dayforce; 2024 results include $1.8B revenue (+16% YoY) and FCF $171.5M (+63% YoY) . |
| Dayforce, Inc. | Co‑Chief Executive Officer | Feb 2022–Nov 2023 | Transitional leadership structure before resuming sole CEO role . |
| Dayforce Corporation | Chief Executive Officer (founder) | Pre‑2012–2012 | Led company acquired by Ceridian in 2012; basis for current Dayforce platform . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dragoneer Growth Opportunities Corp I/II/III | Director | Within last five years (no current roles) | Served on three SPAC boards; no current public company directorships listed . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $800,000 | $800,000 | $800,000 |
| All Other Compensation | $18,415 | $14,656 | $22,377 |
| CEO Pay Ratio | — | — | 274:1 (CEO $18,596,544 vs median employee $68,057) |
Notes: Mr. Ossip is paid in CAD with USD-denominated target; actual USD paid varies with FX; 2024 actual USD base paid was $765,482 equivalent (FX footnote) .
Performance Compensation
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Program design and mix
- 2024 CEO total direct compensation was $18,596,544, with the majority “at risk”; 59% of target TDC delivered as performance-based RSUs; LTI featured financial PSUs (three one‑year periods) and market PSUs (3‑year rTSR vs S&P 1500 Application Software) .
- In 2024, ~90% of CEO TDC was equity; LTI for the CEO positioned above the 75th percentile of peers to incent delivery of long-term targets ($5B revenue, $1B FCF) .
- 2025 program (preview): shift of metrics toward FCF (MIP adds FCF margin; LTI introduces FCF CAGR) and move to a single three‑year performance period for financial PSUs while retaining annual vesting check-ins .
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Short-Term Incentive (MIP) – 2024 outcome | Metric | Weighting | Threshold | Target | Max | Actual | Payout driver | |---|---|---:|---:|---:|---:|---| | Cloud Recurring Revenue ex. float | Equal across 3 metrics | $1,217.3M | $1,248.5M | $1,279.7M | $1,235.7M | Below target; paid per schedule | | Adjusted EBITDA ex. float | Equal across 3 metrics | $299.4M | $315.2M | $331.0M | $309.4M | Below target; paid per schedule | | Sales PEPM ACV | Equal across 3 metrics | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Targets undisclosed for competitiveness | | Total MIP payout (CEO and NEOs) | — | — | — | — | — | 85.59% |
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One-year STI fPSU (cost savings) – 2024 outcome
Company exceeded $29M max target (achieved >$30M), certifying 110% payout; these cliff‑vested at one year upon certification (Mar 1, 2025) . -
Long-Term Incentive (LTI) – 2024 financial PSUs outcome | Metric | Weighting | Threshold | Target | Max | Actual | Total LTI fPSU payout | |---|---|---|---|---|---|---| | Dayforce Recurring Revenue ex. float YoY growth | Equal across 3 metrics | 17% | 20% | 23% | 19.4% | 97.7% total across metrics | | Adjusted Operating Profit ex. float YoY growth | Equal across 3 metrics | 20% | 30% | 40% | 25.6% | 97.7% total across metrics | | Sales PEPM ACV YoY growth | Equal across 3 metrics | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 97.7% total across metrics |
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Long-Term market PSUs (mPSUs)
3‑year rTSR vs S&P 1500 Application Software Index; payout: 50% at 25th percentile, 100% at 50th, 150% at 75th, 200% at 90th; performance period 1/1/2024–12/31/2026; cliff vests at 3 years upon certification .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 6,040,803 shares; 3.8% of outstanding . |
| Ownership components | 22,267 shares direct; 229,085 via OsFund Inc. (disclaimed); 3,059,055 options exercisable/within 60 days; 681,031 RSUs vesting/vested within 60 days; 180,135 PSUs vesting/vested within 60 days; 8,328 Exchangeable Shares (personal); 1,860,902 Exchangeable Shares via Osscer Inc. (disclaimed) (footnote 19). |
| Stock ownership guidelines | CEO required to hold ≥6x base salary; all NEOs met or are complying with retention requirements as of 12/31/2024 . |
| Hedging/pledging | Prohibited for directors and employees; no exceptions granted in 2024; also no margin accounts . |
| 2024 option exercises | 858,697 shares exercised by Ossip; value realized $49,418,012 . |
| 2024 vesting and deferral | 94,593 RSUs/PSUs vested (issuance deferred); aggregate 699,192 vested RSUs/PSUs deferred for up to 10 years; aggregate deferred balance $50,789,307 equivalent at 12/31/2024 . |
Vesting schedules and 2024 awards – CEO highlights
| Award type | Grant date | Target/granted | 2024 achievement/vested | Vesting schedule |
|---|---|---|---|---|
| MIP PSUs (STI) | 3/1/2024 | 6,447 units | 5,518 units vested on 3/1/2025 (85.59%) | Cliff at 1 year upon certification . |
| Cost‑Savings STI fPSUs | 3/1/2024 | 5,567 units | 6,124 units vested on 3/1/2025 (110%) | Cliff at 1 year upon certification . |
| LTI fPSUs (financial) | 3/1/2024 | 102,564 units | 33,402 vested on 3/1/2025 (97.7% yr‑1); remainder vest based on 2025/2026 performance | Annual tranches over 3 years, each tied to prior-year metrics . |
| LTI mPSUs (rTSR) | 3/1/2024 | 29,304 target units | In performance period (2024–2026) | 3‑year cliff subject to rTSR percentile . |
| Time-based RSUs | 3/1/2024 | 102,564 units | Ongoing | Ratably over 3 years . |
| Performance-based stock options (2020) | 5/8/2020 | 1,500,000 options at $65.26, two price hurdles ($110.94; $130.52) | First 750,000 vested on 5/8/2023 after threshold met; second tranche contingent on $130.52 10‑day VWAP by 5th anniversary | Cliff per hurdle and timing rules . |
Employment Terms
| Scenario (as of 12/31/2024) | Severance Payment | Health/Life | Outplacement | Accelerated Vesting | Total |
|---|---|---|---|---|---|
| Change in Control without termination | — | — | — | $34,888,824 | $34,888,824 |
| Termination without cause or resignation for good reason, after CoC | $3,774,843 | $10,412 | $8,362 | $34,888,824 | $38,682,441 |
| Termination without cause or resignation for good reason, no CoC | $3,774,843 | $10,412 | $8,362 | $23,666,985 | $27,460,602 |
| Death | $1,600,000 | — | — | $34,888,824 | $36,488,824 |
| Disability | $800,000 | — | — | $5,535,000 | $6,335,000 |
Key terms
- Double-trigger equity acceleration upon change in control (no single-trigger); post‑2021 awards include double‑trigger; legacy pre‑2021 awards include single‑trigger upon CoC .
- CEO severance formula: 24 months of base salary + 2x average STI paid over prior 2 years + pro‑rated target MIP; benefits continuation per Ontario ESA; outplacement up to $12,000 CAD .
- Non‑compete: 24 months post‑termination; may be extended 12 or 24 months with lump‑sum payment of prior year base salary plus $800,000 per extension year; perpetual confidentiality, inventions assignment, and non‑disparagement .
Board Governance
- Role and independence: Ossip serves as combined Chair and CEO; Board cites benefits of unified leadership with independent Lead Director (Gerald Throop) providing robust counterbalance and executive session leadership; all other directors are independent under NYSE rules .
- Committees and attendance: Ossip serves on no committees; the Board met 5 times in 2024 and each director attended ≥92% of Board/committee meetings; non‑employee directors chair Audit (Throop), Compensation (Bickett), and CG&N (Farrington) .
- Director compensation: As an executive director, Ossip received no additional compensation for Board service in 2024 .
- No‑hedging/pledging, stock ownership guidelines, clawback: Governance policies prohibit hedging/pledging (no exceptions in 2024), require CEO 6x salary ownership, and include a Dodd‑Frank aligned Compensation Recovery Policy filed with the 10‑K .
Compensation & Incentives – Multi‑year detail (CEO)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (RSUs/PSUs) | $9,399,991 | $12,439,889 | $17,431,807 |
| Non‑Equity Incentive (cash) | $333,200 | $337,320 | $342,360 |
| Total Compensation | $10,551,606 | $13,591,865 | $18,596,544 |
Program governance and peer benchmarking
- Say‑on‑Pay support: 91.4% approval at 2024 AGM; 2025 program incorporates investor feedback (multi‑year metrics, FCF focus) .
- Peer group: Custom peer set used through Mar 2024 then refreshed in Oct 2024; CEO’s 2024 LTI positioned above 75th percentile to drive long‑term goals .
- Independent advisors: WTW advised through most of 2024 ($239,625 fees; other corporate services $5.5M); Compensia engaged late 2024 ($1,444); both assessed independent by the Compensation Committee .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| “Value of $100” – Company TSR ($) | 157 | 154 | 95 | 99 | 107 |
| “Value of $100” – Peer Group TSR ($) | 148 | 175 | 114 | 187 | 206 |
| Cloud Revenue ($mm, constant currency) | 729 | 804 | 1,016 | 1,408 | 1,677 |
Additional 2024 operational highlights: 6,876 customers live on Dayforce (+7.6% YoY), 900+ compliance updates, share repurchases of $36.1M under a $500M authorization; fifth consecutive year as a Leader in Gartner’s HCM MQ .
Related Party Transactions (oversight considerations)
- Revenue from related parties in 2024: Corpay ($0.9M) where certain directors overlap; Verve Senior Living ($0.4M), where David Ossip and his brother are minority shareholders; BlackRock ($1.0M) and Capital Group ($0.2M) as >5% shareholders; Audit Committee administers a related‑party transactions policy .
Compensation Structure Analysis (alignment signals)
- Strong at‑risk mix: ~90% of CEO TDC delivered in equity with performance PSUs (financial and rTSR) and multi‑year vesting to reinforce long‑term value creation .
- 2025 tightening of metrics: Addition of FCF Margin (MIP) and FCF CAGR (LTI) plus a single 3‑year performance period for financial PSUs should reduce annual goal‑reset risk and strengthen capital discipline linkage .
- Governance protections: Double‑trigger CoC vesting; no tax gross‑ups; clawback policy; no hedging/pledging; ownership guidelines (CEO 6x salary) .
- Concentrated equity/option exposure: Large unexercised/vested equity and historical performance option grant tie upside to stock performance; partial monetization evident via $49.4M value realized on 2024 option exercises .
Risk Indicators & Red Flags
- Dual role (Chair/CEO): Mitigated by an empowered Lead Independent Director and fully independent key committees; Board asserts the structure is appropriate and periodically reviewed .
- Relative TSR underperformance vs peer index over the period presented (107 vs 206 in 2024) highlights execution and market‑relative performance risk even as fundamentals improved (revenue/FCF growth) .
- Insider liquidity and selling pressure: Significant 2024 option exercises ($49.4M value) and a sizable pool of deferred vested RSUs/PSUs (699,192 units) could represent future supply when windows permit, though hedging/pledging prohibitions and trading windows apply .
- Related-party revenues (small in magnitude) require continued oversight given ties to executives/directors .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support of ~91.4%; investor feedback drove 2025 changes to increase use of FCF metrics, consolidate financial PSU measurement to a 3‑year period, and simplify metric sets (e.g., removing Sales PEPM ACV from certain grants) .
Compensation Committee Analysis
- Composition and independence: 100% independent; chaired by Brent Bickett; uses independent consultants; conducts annual risk assessment and peer reviews; no interlocks/insider participation .
- Peer group methodology: High‑growth cloud/software peers with periodic refreshes; LTI positioning for CEO above 75th percentile to reflect scope and long‑term targets .
Investment Implications
- Alignment and retention: High equity mix, multi‑year vesting (including rTSR PSUs), ownership guidelines, and a 24‑month non‑compete (extendable) support retention and alignment; 2025 shift to FCF metrics should further tie pay to durable cash generation .
- Overhang/flow dynamics: Large outstanding/vested equity and 2024 exercises indicate potential ongoing selling pressure as windows open, though prohibitions on hedging/pledging and structured trading policies may moderate flow .
- Governance balance: Combined Chair/CEO role is counter‑balanced by a strong Lead Independent Director and independent committees; Say‑on‑Pay support and disclosed program refinements suggest constructive investor‑committee dialogue .
- Event risk economics: Double‑trigger CoC terms and significant potential equity acceleration (up to ~$34.9M without termination; ~$38.7M with termination) frame M&A‑related payout sensitivities for shareholders to monitor .