Ganesh Rao
About Ganesh Rao
Ganesh Rao, age 48, is an independent director of Dayforce, Inc. and has served on the board since September 2013; he is a Managing Director at Thomas H. Lee Partners (THL) since 2000 and previously worked in Morgan Stanley’s M&A group . The Board has determined all directors other than the CEO/Chair are independent; Rao meets NYSE independence requirements . In FY2024, he attended at least 92% of Board and committee meetings, aligning with the Board’s strong engagement standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas H. Lee Partners (THL) | Managing Director | 2000–present | Strategic transformation, M&A/corporate finance; financial literacy |
| Morgan Stanley & Co. | M&A Department | Prior to 2000 | Transaction execution experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Dun & Bradstreet Holdings, Inc. | Director | Current | Public company board service; interlock with Dayforce director Thomas Hagerty who also serves on D&B |
| Black Knight, Inc. | Director | Within last five years | Prior public company service |
| MoneyGram International, Inc. | Director | Within last five years | Prior public company service |
Board Governance
- Committees: Acquisition & Finance (member) and Corporate Governance & Nominating (member); not a chair .
- 2024 meetings: Board held 5; each director attended ≥92% of Board/committee meetings; eight of nine directors attended the 2024 annual meeting .
- Independence: Majority independent board; all directors except the CEO/Chair are independent .
- Board leadership: CEO/Chair (David Ossip) with Independent Lead Director (Gerald Throop); regular executive sessions of independent directors .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Acquisition & Finance | Member | 3 | Capital expenditures, investments, M&A, financing |
| Corporate Governance & Nominating | Member | 4 | Board composition, succession (non-CEO), governance practices, ESG policies oversight |
Fixed Compensation
| Year | Annual Cash Retainer ($) | Committee Chair Fees ($) | Equity Award ($) | Total ($) | Election to RSUs | RSUs Granted (#) | Grant Date | Pricing Basis |
|---|---|---|---|---|---|---|---|---|
| 2024 | 50,000 | 0 (not a chair) | 250,000 | 300,000 | Elected to receive all cash+equity in RSUs | 5,236 | May 3, 2024 | $57.29 closing price on grant date |
- Director equity vesting: Annual RSUs vest pro rata quarterly over one year; one-time RSU at initial appointment vests pro rata annually over three years .
Performance Compensation
| Component | Performance Metrics | Structure | Status |
|---|---|---|---|
| Director Compensation | None disclosed; non-employee director pay consists of cash retainers and time-based RSUs | No performance metrics tied to director compensation | Not applicable |
Other Directorships & Interlocks
| Connection Type | Companies | Details |
|---|---|---|
| Public board interlock | Dayforce directors Rao and Hagerty both serve on Dun & Bradstreet | Potential information flow; governance oversight to monitor independence |
| Related party customers | Corpay, Inc.; BlackRock, Inc.; Capital Group; Verve Senior Living | Dayforce revenue from related parties in 2024: Corpay $0.9m; BlackRock $1.0m; Capital Group $0.2m; Verve $0.4m . Corpay has shared Dayforce board members (Clarke, Hagerty, Throop) . |
Expertise & Qualifications
- Strategic transformation leadership, public company board service, financial literacy; global business background and M&A / corporate finance expertise listed in nominee skills matrix .
- Biography highlights managerial and strategic experience working with large growth-oriented companies .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Ganesh Rao | 53,253 [includes 4,043 held for benefit of THL-affiliated funds] | <1% (asterisked in table) | Excludes vested RSUs deferred by election, if any |
| Unvested RSUs (as of 12/31/2024) | 2,618 | N/A | Scheduled to vest on Feb 3, 2025 and May 3, 2025 |
| Ownership guidelines | Required: 5× annual base cash retainer | Compliant | All non-employee directors complied as of 12/31/2024 |
| Hedging/Pledging | Prohibited (no exceptions granted in 2024) | Policy | Insider Trading Policy prohibits hedging/pledging, margin accounts and short sales |
Governance Assessment
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Positive signals:
- Independent director with strong M&A and corporate finance expertise; serves on capital allocation and governance committees aligned to skillset .
- Elected to take 100% of 2024 director compensation in RSUs (5,236 units), increasing ownership alignment; compliant with 5× retainer ownership guideline .
- Board-level investor support: 91.4% approval on Say-on-Pay in 2024, and robust stockholder engagement program .
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Watch items / RED FLAGS:
- Corporate opportunities provisions involving THL and Cannae persist in the charter appendix (potential conflict framework); however, the proposed amended and restated charter seeks to remove or revise obsolete provisions tied to former majority stockholders, which would mitigate legacy entanglements if approved by stockholders .
- Public-board interlocks (e.g., Dun & Bradstreet) with another Dayforce director (Hagerty) warrant attention to ensure independent oversight and avoid information asymmetries .
- Related-party revenues (e.g., Corpay, BlackRock, Capital Group, Verve) call for ongoing audit committee monitoring to prevent preferential dealing; policy requires Audit Committee review/approval of related person transactions .
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Overall: Rao’s committee roles, independence, high attendance, and RSU election support investor alignment. Legacy charter provisions related to THL should be monitored for timely removal; interlocks and related-party activities are manageable under existing governance policies and majority-independent board structure .