Gerald Throop
About Gerald Throop
Independent Lead Director of Dayforce, Inc. since November 2019 and director since 2018; age 67; Chartered Public Accountant with 17 years of prior executive leadership in the securities and banking industry, including EVP/Managing Director/Head of Equities roles at National Bank of Canada and Merrill Lynch Canada . As Lead Independent Director, he presides over executive sessions, advises the Chair on agendas, and serves as a communication channel between independent directors and the Chair; the Board affirms this leadership structure to ensure robust independent oversight . The Board determined all directors other than the CEO/Chair are independent, and each director attended at least 92% of Board/committee meetings in 2024 (Board met five times in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Bank of Canada | EVP, Managing Director, Head of Equities | Prior to 2011 (exact years not disclosed) | Senior leadership in securities and banking; financial/markets expertise |
| Merrill Lynch Canada | EVP, Managing Director, Head of Equities | Prior to 2011 (exact years not disclosed) | Senior leadership in equities; capital markets experience |
| Workbrain Corporation (TSX-listed at time of service) | CFO or Director (at time of service) | Not disclosed | Public company finance/governance experience |
| Toronto Stock Exchange (TSX-listed at time of service) | CFO or Director (at time of service) | Not disclosed | Public company/market infrastructure governance |
| Call-Net Enterprises/Sprint Canada Inc. (TSX-listed at time of service) | CFO or Director (at time of service) | Not disclosed | Public company finance and governance |
| Tie Telecommunications Canada Limited (TSX-listed at time of service) | CFO or Director (at time of service) | Not disclosed | Public company finance and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corpay, Inc. | Director (current) | Current (specific start date not disclosed) | Interlock with Dayforce directors Ronald Clarke (Corpay CEO/Chair) and Thomas Hagerty; Corpay is a related-party customer of Dayforce |
| Nasdaq Canada Inc. | Director (current) | Current (specific start date not disclosed) | Capital markets and governance expertise |
| Prior TSX-listed companies (various) | CFO or Director | Various (not disclosed) | Financial expert and public company governance experience |
Board Governance
- Role: Independent Lead Director (since Nov 2019) and Audit Committee Chair .
- Independence: Board determined all directors other than the CEO/Chair are independent .
- Attendance/Engagement: At least 92% attendance by each director in 2024; Board met 5 times in 2024; independent director executive sessions held regularly per governance practices .
- Committee Workload: Audit (Chair; 12 meetings in 2024), Compensation (6), Corporate Governance & Nominating (4), Acquisition & Finance (3) .
- Financial Expertise: All Audit Committee members qualify as “audit committee financial experts” under SEC rules .
- Overboarding Safeguard: Directors limited to ≤4 public company boards; all directors comply as of mailing .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director program |
| Lead Director fee | $50,000 | Annual cash fee for Lead Director |
| Audit Committee Chair fee | $20,000 | Annual cash chair fee |
| Total “Fees Earned in Cash” (reported) | $120,000 | He elected to receive all fees/equity in RSUs in 2024 |
Program design highlights:
- Standard annual equity grant: $250,000 in RSUs; annual cash/equity payable quarterly; directors may elect to receive any portion of cash fees as RSUs; one-time $200,000 time-based RSU upon appointment (3-year pro rata vesting); annual RSUs vest quarterly over one year .
- Stock ownership guidelines: 5x annual cash retainer; all non-employee directors in compliance as of 12/31/2024 .
Performance Compensation
| Equity Element | 2024 Value/Units | Vesting/Metric Details |
|---|---|---|
| Annual RSU grant | $250,000 | Time-based; annual RSUs vest pro rata quarterly over one year |
| Elected equity in lieu of cash | 6,458 RSUs (covers entire $370,000 2024 cash+equity) | Elected to receive all 2024 compensation in RSUs |
| Unvested RSUs at 12/31/2024 | 3,228 units | Vesting in two quarterly installments on Feb 3 and May 3, 2025 |
Performance metrics: None for director equity; awards are time-based RSUs (no performance conditions) .
Other Directorships & Interlocks
| Company | Nature of Interlock/Relationship | 2024 Flow/Amount |
|---|---|---|
| Corpay, Inc. | Shared directorships: Ronald Clarke (also Corpay CEO/Chair), Thomas Hagerty, and Gerald Throop serve on both boards | Dayforce recognized $0.9 million of revenue from Corpay in 2024 (related party) |
| Dayforce total revenue context | — | Dayforce total revenue was $1.8 billion in 2024 |
- Policies: Related Person Transactions Policy requires Audit Committee review/approval; the Audit Committee administers approvals under SEC/NYSE rules .
Expertise & Qualifications
- Chartered Public Accountant; seasoned financial and capital markets operator (equities leadership at National Bank of Canada and Merrill Lynch Canada) .
- Audit chair; designated audit committee financial expert (with the committee) .
- Public company board and CFO experience (multiple TSX-listed companies) .
- Lead Independent Director responsibilities defined (executive sessions, agenda advisory, communication channel) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 92,651 shares (less than 1% of outstanding) |
| Unvested RSUs (12/31/2024) | 3,228 RSUs |
| Ownership guidelines | Non-employee directors must hold ≥5x retainer; all compliant as of 12/31/2024 |
| Hedging/pledging | Prohibited by Insider Trading Policy; no exceptions granted in 2024 |
Governance Assessment
-
Strengths:
- Independent Lead Director with clearly defined authorities; Board affirms structure for effective oversight .
- Audit Chair with financial expert designation; high committee engagement (12 audit meetings in 2024) .
- Strong attendance culture (≥92% for all directors); regular executive sessions of independent directors .
- Director pay structure emphasizes equity ownership; optional fee-to-RSU election and 5x retainer ownership guidelines, with full compliance reported .
- Overboarding limits adopted; compliance affirmed .
-
Watch items / potential conflicts (monitor):
- RED FLAG: Related-party customer revenue from Corpay ($0.9 million) while three Dayforce directors (including Throop) serve on both boards; Clarke is Corpay’s CEO/Chair. This is approved under policy, but represents an interlock to monitor for independence/recusal rigor . Context: $1.8 billion total revenue in 2024 .
- Concentration of responsibilities: Lead Director also chairs Audit Committee; while permissible and independent, investors may monitor workload and continued attendance/engagement (audit met 12x in 2024) .
-
Shareholder sentiment context: Say-on-Pay support was ~91.4% at the 2024 annual meeting, indicating broad support for compensation governance (boards collectively own response), although not specific to Throop .
-
Policies supportive of alignment: No hedging/pledging (no exceptions in 2024) ; director compensation reviewed by independent Compensation Committee, which engages independent consultants (WTW; later Compensia) .