Linda Mantia
About Linda Mantia
Linda Mantia, age 56, is an independent director of Dayforce, Inc. (DAY) and has served on the Board since June 2020. Her background includes senior executive roles in financial services and technology: Senior EVP and COO at Manulife Financial Corporation; EVP, Digital Banking, Payments and Cards at Royal Bank of Canada (RBC); earlier leadership roles at RBC; management consulting at McKinsey & Co.; and practicing law at Davies Ward Phillips & Vineberg LLP . She is nominated for re‑election and identified by the Board as independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manulife Financial Corporation | Senior Executive Vice President, Chief Operating Officer | Prior to DAY board service | Oversaw operations at a large, international insurer |
| Royal Bank of Canada (RBC) | EVP, Digital Banking, Payments and Cards; EVP, Global Cards & Payments | Prior to DAY board service | Led payments and digital banking initiatives at a multinational bank |
| McKinsey & Co. | Consultant | Early career | Strategic advisory experience |
| Davies Ward Phillips & Vineberg LLP | Lawyer | Early career | Legal training and practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maple Leaf Foods Inc. | Director (current) | Current | Not disclosed in proxy |
| McKesson Corporation | Director (within last five years) | Prior | Not disclosed in proxy |
| MindBeacon Holdings Inc. | Director (within last five years; publicly listed at time of service) | Prior | Not disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee (member) and Corporate Governance & Nominating Committee (member) .
- Financial expertise: All Audit Committee members, including Mantia, qualify as “audit committee financial expert” under SEC rules .
- Committee workload: Audit Committee met 12 times in 2024; Corporate Governance & Nominating met 4 times .
- Board attendance: The Board held five meetings in 2024; each director attended at least 92% of Board and committee meetings; eight of nine directors attended the 2024 annual meeting .
- Independence: The Board determined all members other than the CEO/Chair (David Ossip) are independent; Mantia is independent .
- Lead Independent Director: Gerald Throop serves as Lead Director; regular executive sessions of independent directors are held .
- Overboarding guardrails: Directors limited to ≤4 public company boards (including DAY); all directors comply .
Fixed Compensation
| Component | FY 2024 Amount | Vesting/Terms | Source |
|---|---|---|---|
| Annual cash retainer | $50,000 | Paid pro-rata quarterly; may elect RSUs | |
| Annual equity (RSUs) | $250,000 | Vests quarterly over one year; grant priced at $57.29 on 5/3/2024 | |
| Committee chair fees | N/A for Mantia | Chairs receive: Audit $20,000; Compensation $12,500; CG&N $7,500 | |
| One-time RSU at appointment | $200,000 (program feature) | Vests pro‑rata annually over 3 years | |
| Total FY 2024 director comp (Mantia) | $300,000 | $50,000 cash + $250,000 RSUs |
Unvested RSUs at 12/31/2024: 2,181 units, scheduled to vest in two quarterly installments on February 3, 2025 and May 3, 2025 .
Performance Compensation
| Metric Type | Description | FY 2024 Status |
|---|---|---|
| Performance-based director pay | Proxy describes time-based RSUs for directors; no performance metrics disclosed for director compensation | None disclosed |
Other Directorships & Interlocks
| Company | Relationship to DAY | Potential Interlock/Conflict | FY 2024 Related Party Activity |
|---|---|---|---|
| Maple Leaf Foods Inc. | Mantia is a current director | No disclosed transactions with DAY; no interlock noted | None in related party table |
| McKesson Corporation | Mantia served within last five years | No DAY transactions disclosed | None in related party table |
| MindBeacon Holdings Inc. | Prior director (public at time) | No DAY transactions disclosed | None in related party table |
DAY related-party transactions in 2024 involved Corpay, Verve Senior Living, BlackRock, and Capital Group; none involve Mantia directly .
Expertise & Qualifications
- Strategic transformation leadership; management leadership; enterprise risk management; public company board service; technology/software/financial services/payments background .
- Audit literacy: Serves on Audit Committee; Audit Committee members classified as financial experts .
Equity Ownership
| Measure | Shares/Units | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership (Mantia) | 31,814 | <1% | As of record date |
| RSUs (vested or vesting within 60 days) | 20,480 | N/A | Counted toward beneficial ownership |
| Options (exercisable within 60 days) | 11,334 | N/A | Counted toward beneficial ownership |
- Director stock ownership guidelines: 5x annual base cash retainer; compliance by all non-employee directors as of 12/31/2024 .
- Hedging/pledging: Prohibited under Insider Trading Policy; no exceptions granted in 2024 .
- Indemnification: DAY provides indemnification agreements to each director .
Governance Assessment
- Board effectiveness: Active committee participation (Audit; Corporate Governance & Nominating) with heavy 2024 meeting cadence and confirmed financial expertise bolster oversight of financial reporting, ERM, and succession .
- Independence & engagement: Independence affirmed; attendance ≥92% indicates high engagement; presence of Lead Independent Director and executive sessions enhances independent oversight .
- Alignment: Mantia elected standard director equity RSUs; adheres to 5x ownership guideline; no hedging/pledging and no Mantia-linked related-party transactions disclosed—supportive of shareholder alignment and low conflict risk .
- Overboarding risk: Currently within tightened limit (≤4 boards), with disclosed external roles suggesting low overboarding risk .
- RED FLAGS: None disclosed specific to Mantia—no related party transactions, no pledging/hedging, strong attendance, independent status .
Overall signal: Governance posture and ownership alignment are supportive of investor confidence, with risk mitigants including strict related-party review by the Audit Committee and robust ownership/insider trading policies .