Jeremy Johnson
About Jeremy Johnson
Jeremy Johnson, age 41, is Executive Vice President and Chief Financial Officer of Dayforce, appointed effective January 1, 2024. He is a certified public accountant with prior experience as CFO (and interim CEO) of SmartRecruiters (2021–2023), and earlier senior finance roles at Dayforce (2012–2021) . Company performance context: 2024 total shareholder return value-of-$100 ended at $107 and Cloud Revenue grew to $1,677 million (constant currency) versus $1,408 million in 2023 and $1,016 million in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dayforce | SVP, FP&A and Investor Relations | Dec 2020–Aug 2021 | Led planning and IR during growth phase prior to external CFO role |
| Dayforce | VP, Finance | Dec 2016–Nov 2020 | Finance leadership scaling operations |
| Dayforce | Various roles in Finance | Jan 2012–Dec 2016 | Built internal finance capabilities |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SmartRecruiters, Inc. | Chief Financial Officer | Sep 2021–Dec 2023 | CFO at talent acquisition SaaS platform |
| SmartRecruiters, Inc. | Interim Chief Executive Officer | Aug 2022–Apr 2023 | Interim CEO responsibilities during transition |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Base Salary | $600,000 | Set at appointment as EVP & CFO effective Jan 1, 2024 |
| Target Annual STI (total) | 60% of base salary (derived) | MIP split 50% cash / 50% PSUs; cash target shown as $180,000 (30% of salary), implying 60% total target when including PSUs |
| Bonus (Sign-on) | $250,000 | One-time joining bonus; subject to clawback if leaving within two years, per policy |
| Non-Equity Incentive (Cash MIP paid) | $154,062 | Reflects 85.59% payout vs cash target ($180,000 × 85.59% ≈ $154,062), consistent with STI PSU achievement factor |
| All Other Compensation | $10,350 | Company retirement plan contribution and life insurance premiums |
Performance Compensation
2024 Plan Design and Metrics
- Short-Term Incentives (STI):
- Management Incentive Plan (MIP): variable comp split 50% cash and 50% PSUs tied to annual financial goals .
- STI fPSUs: one-year performance units focused on cost savings (expense reduction) with cliff vest at 1 year .
- Long-Term Incentives (LTI):
- Time-based RSUs: vest ratably over 3 years .
- LTI fPSUs: three annual performance periods, metrics include Cloud Recurring Revenue, Adjusted Cloud Recurring Gross Margin, and Sales PEPM ACV; vest in three equal installments contingent on yearly certification .
- Market PSUs (mPSUs): three-year relative TSR vs S&P 1500 Application Software Index; cliff vest at 3 years .
2024 Grants (as granted March 1, 2024)
| Instrument | Grant date | Target (#) | Max (#) | Grant-date fair value |
|---|---|---|---|---|
| MIP PSUs | 3/1/2024 | 2,902 | 4,846 | $198,062 |
| STI fPSUs | 3/1/2024 | 10,989 | 12,088 | $749,999 |
| LTI fPSUs | 3/1/2024 | 21,978 | 36,703 | $1,499,999 |
| mPSUs (3-yr TSR) | 3/1/2024 | 2,197 | 4,394 | $195,819 |
| RSUs (time-based) | 3/1/2024 | 21,978 | — | $1,499,999 |
2024 Metric Achievement and Payouts
| Program | Metric(s) | Weighting | Target | Actual | Payout/Outcome | Vesting |
|---|---|---|---|---|---|---|
| MIP PSUs | Cloud Revenue; Adjusted EBITDA; Sales PEPM ACV | Not separately stated (MIP PSUs) | 2,902 target PSUs | 2,484 achieved (85.59%) | 85.59% of target | Vested 3/1/2025 (after 1-year period) |
| STI fPSUs | Cost savings (identified opex/external spend reductions) | Program-specific | 10,989 target PSUs | 12,088 achieved (110%) | 110% of target | Vested 3/1/2025 (cliff) |
| LTI fPSUs | Cloud Recurring Revenue; Adjusted Cloud Recurring Gross Margin; Sales PEPM ACV | Equally split across 3 metrics | 21,978 target PSUs | 7,158 achieved for 2024 slice (97.7% annual result) | 97.7% of 1st-tranche target | 7,158 vested 3/1/2025; 14,652 remain subject to 2025–2026 performance, vesting Mar 1, 2026 & Mar 1, 2027 if achieved |
| mPSUs | 3-yr relative TSR vs S&P 1500 Application Software Index | Program-specific | 2,197 target PSUs | N/A until 3/1/2027 | N/A (3-year performance) | Cliff vest on 3/1/2027 if criteria met |
Equity Ownership & Alignment
Beneficial Ownership (Record Date and Compliance)
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jeremy Johnson | 20,057 | ~0.013% (derived: 20,057 / 160,216,283) | “Less than 1%” in proxy |
- Shares outstanding basis: 160,216,283 (includes 158,262,363 common + 1,953,920 exchangeable shares) .
- Stock Ownership Guidelines: executives required to hold 3x salary; 5-year compliance window; if not met, retain 75% of after-tax shares until compliant; as of Dec 31, 2024, all NEOs either met or were complying with retention requirements .
- No-hedging and no-pledging policy for executives and directors; no exceptions granted in 2024 .
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Award Type (Grant 3/1/2024 unless noted) | Unvested/Unearned Shares | Market value as of 12/31/24 |
|---|---|---|
| MIP PSUs | 2,902 | $210,801 |
| STI fPSUs | 10,989 | $798,241 |
| LTI fPSUs | 21,978 | $1,596,482 |
| RSUs (time-based) | 21,978 | $1,596,482 |
| mPSUs (3-yr TSR) | 2,197 | $159,590 |
Notes: RSUs vest 1/3 annually over 3 years ; STI PSUs vest after 1 year upon certification ; LTI fPSUs vest over 3 years subject to annual performance certification ; mPSUs cliff vest after 3 years based on relative TSR . The Company prohibits hedging and pledging, supporting alignment with shareholders .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Executed December 2023 for EVP & CFO role; effective Jan 1, 2024 |
| Termination without Cause (no CIC) | Lump-sum: 12 months base salary + annual incentive at target + pro-rata MIP at target; up to 6 months COBRA; outplacement estimated $10,000 |
| Termination without Cause (after CIC) | Lump-sum: 12 months base salary + annual incentive at target + pro-rata MIP at target; up to 6 months COBRA; outplacement $10,000; equity acceleration value estimated at $4,361,596 as of 12/31/24 |
| Change in Control without termination | Estimated value of accelerated equity: $4,361,596 as of 12/31/24 (see equity plan terms and footnotes) |
| Death/Disability | Death: $360,000 cash + equity acceleration $4,361,596; Disability: $360,000 cash |
| Non-Compete/Non-Solicit | Non-compete and non-solicit apply during employment and for 12 months post-termination for Mr. Johnson |
| Clawback | NYSE-compliant Compensation Recovery Policy; applies to excess incentive comp upon material restatement; 2018 EIP also has recovery provisions |
| Equity Acceleration Framework | Awards granted on/after March 8, 2021 generally feature double-trigger acceleration following CIC; older grants may differ per plan history |
Performance Compensation – Detail Tables
FY2024 Compensation Mix (from Summary Compensation Table)
| Year | Salary | Bonus (Sign-on) | Stock Awards | Non-Equity Incentive (Cash) | All Other | Total |
|---|---|---|---|---|---|---|
| 2024 | $600,000 | $250,000 | $4,143,877 | $154,062 | $10,350 | $5,158,289 |
FY2024 Plan-Based Award Payouts and Vesting Events
| Award | Grant | Target | Achievement | Payout/Outcome | Vesting Event |
|---|---|---|---|---|---|
| MIP PSUs | 3/1/2024 | 2,902 | 85.59% | 2,484 shares | Vested 3/1/2025 |
| STI fPSUs | 3/1/2024 | 10,989 | 110% | 12,088 shares | Vested 3/1/2025 |
| LTI fPSUs (yr 1) | 3/1/2024 | 21,978 (total) | 97.7% for 2024 | 7,158 (yr-1 achieved) | 7,158 vested 3/1/2025; remaining 14,652 subject to 2025–26 performance and vest 3/1/2026 and 3/1/2027 if achieved |
| mPSUs | 3/1/2024 | 2,197 | N/A until end of cycle | N/A | Cliff vest on 3/1/2027 if TSR conditions met |
Governance, Alignment, and Policies
- Stock Ownership Guidelines: CEO 6x salary; other executive officers 3x salary; 5 years to comply; if short, must retain 75% of after-tax shares until met; NEOs met or are complying as of Dec 31, 2024 .
- No Hedging/Pledging: Executives and directors prohibited; no exceptions granted in 2024 .
- Compensation Governance: Independent Compensation Committee; use of independent consultant; majority of LTI performance-based; double trigger equity acceleration post-CIC; annual say-on-pay with strong support cited .
Investment Implications
- Pay-for-performance design with explicit metric achievements: 2024 STI MIP PSUs paid at 85.59% while STI fPSUs paid at 110%, and LTI fPSU year-1 at 97.7%, demonstrating tight linkage to financial metrics (Cloud Revenue, Adjusted EBITDA or Adjusted Cloud Recurring Gross Margin, Sales PEPM ACV) and operational discipline via cost savings .
- Alignment and retention: Significant portion of 2024 equity is performance-based with multi-year vesting; double-trigger acceleration reduces single-trigger windfalls, while non-compete (12 months) and ownership guidelines support retention and alignment .
- Change-in-control economics: Cash severance of 12 months salary plus annual incentive at target and pro-rata MIP target, with substantial equity acceleration value estimated at $4.36 million as of 12/31/24 in a CIC scenario, creating clear, quantifiable transition risk/reward profile for investors .
- Ownership: Current beneficial holding of 20,057 shares (~0.013%) is modest versus total shares outstanding, but unvested equity is meaningful and subject to performance, limiting near-term misalignment and concentrating incentives on execution over the next 24–30 months .