Deborah Farrington
About Deborah Farrington
Deborah Farrington (age 74) is an independent director of Dayforce, Inc. (DAY) since April 2019. She is founder and President of StarVest Management, Inc. and, since 1999, a general partner of StarVest Partners, L.P.; earlier, she was an investment banker and executive at Merrill Lynch & Co. Her credentials include executive leadership, public company governance, corporate finance/investment expertise, and she serves on the Audit Committee where all members qualify as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co. | Investment banker and executive | — | Capital markets and corporate finance experience |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| StarVest Partners, L.P. | General Partner | Since 1999 | Growth equity/VC leadership |
| StarVest Management, Inc. | Founder & President | Not disclosed | Manages StarVest funds |
| Cumulus Media Inc. | Director | Current | Public company board |
| Collectors Universe, Inc. | Director | Within last five years | Publicly listed at time of service |
| NCR Corporation | Director | Within last five years | Public company board |
| RedBall Acquisition Corp. | Director | Within last five years | Publicly listed at time of service |
Board Governance
| Committee | Role | Meetings in FY2024 | Key Notes |
|---|---|---|---|
| Corporate Governance & Nominating | Chair | 4 | Oversees governance practices, non-CEO succession, committee composition, ESG oversight |
| Audit | Member | 12 | Financial reporting, internal controls, risk oversight; all members qualify as “audit committee financial experts” |
| Acquisition & Finance | Member | 3 | Capital allocation, investments, M&A oversight |
- Independence: The Board determined all members other than the CEO/Chair are independent; Farrington is independent.
- Attendance: The Board met 5 times in 2024; each director attended at least 92% of Board and committee meetings; 8 of 9 directors attended the 2024 annual meeting (virtual).
- Overboarding limits: Directors limited to ≤4 public boards (incl. DAY); all directors meet guideline.
- Hedging/pledging: Prohibited under Insider Trading Policy; no exceptions granted in 2024.
Fixed Compensation
Director Compensation Program (non-employee directors):
| Component | Amount | Vesting/Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly; may elect RSUs in lieu of cash |
| Annual equity grant (RSUs) | $250,000 | Vests pro rata quarterly over 1 year |
| Committee chair fees | Audit: $20,000; Compensation: $12,500; CG&N: $7,500; A&F: $7,500 | Paid quarterly; may elect RSUs in lieu of cash |
| Lead Director fee | $50,000 | Annual |
| One-time RSU (on appointment) | $200,000 | Vests pro rata annually over 3 years |
Deborah Farrington – FY2024 Director Pay:
| Item | Amount | Detail |
|---|---|---|
| Fees earned in cash | $57,500 | Retainer ($50,000) + CG&N chair fee ($7,500) |
| Stock awards (RSUs) | $250,000 | 4,363 RSUs granted (closing price $57.29 on 5/3/2024) |
| Total | $307,500 | Sum of cash and equity |
| Unvested RSUs (12/31/2024) | 2,181 | Scheduled to vest 2/3/2025 and 5/3/2025 |
Performance Compensation
| Performance-linked elements | Status |
|---|---|
| Director equity awards tied to metrics | Not applicable – annual director RSUs are time-based, not performance-based |
| Options/PSUs for directors | Not indicated for directors; program permits RSUs and cash fees for directors |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Cumulus Media Inc. |
| Prior public boards (last 5 yrs) | Collectors Universe, Inc.; NCR Corporation; RedBall Acquisition Corp. |
| Interlocks/related party exposure | Dayforce disclosed related-party revenue with Corpay (shared directors: Clarke, Hagerty, Throop), Verve Senior Living (minority Ossip interest), and transactions with BlackRock/Capital Group; no Deborah Farrington-related transactions disclosed. |
Expertise & Qualifications
- Executive leadership, corporate finance/investment strategy, public company governance; history of software services board service; strong financial literacy.
- Audit Committee membership where all members are “audit committee financial experts.”
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Deborah Farrington | 25,750 | <1% | As of record date; percent reported as less than 1% |
| Unvested RSUs (DIR 2024 grant) | 2,181 | — | Scheduled vesting on 2/3/2025 and 5/3/2025 |
Stock Ownership Alignment:
- Director stock ownership guideline: 5× annual base cash retainer; all non-employee directors complied as of 12/31/2024.
- No hedging or pledging permitted; no exceptions in 2024.
Governance Assessment
- Board effectiveness: Farrington chairs CG&N and serves on Audit and A&F, aligning with her governance and finance background; audit financial expert status supports oversight quality. Attendance across the Board was ≥92%, indicating high engagement.
- Incentive alignment: Director pay mix is primarily equity RSUs with ownership guidelines (5× retainer) and anti-hedging rules—a positive alignment signal.
- Independence and time commitments: Independent under NYSE/SEC rules; meets tightened overboarding limits (≤4 boards), with only one current external public board disclosed.
- Conflicts/related parties: No related-party transactions disclosed involving Farrington; Dayforce’s policy requires Audit Committee pre-approval of any such transactions.
RED FLAGS
- None disclosed specific to Farrington: no related-party transactions, no hedging/pledging exceptions, and compliance with director ownership guidelines reported at the Board level. Continue monitoring for increases in external commitments or any new interlocks that could affect independence.
Additional Company Signals:
- Strong Say-on-Pay support (91.4% in 2024) suggests broad shareholder confidence in compensation governance.