Ronald Clarke
About Ronald Clarke
Ronald Clarke, age 69, is an independent director of Dayforce, Inc. (DAY) who has served on the board since July 2018; he is CEO of Corpay, Inc. (NYSE) since August 2000 and Chairman since March 2003, and previously held senior roles at AHL Services, ADP, Booz Allen Hamilton, and GE, bringing deep public-company leadership and M&A experience . Dayforce’s Board has determined that all directors other than the CEO are independent under NYSE rules, and in FY2024 each director attended at least 92% of Board and relevant committee meetings amid five Board meetings held .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AHL Services, Inc. | President & Chief Operating Officer | Not disclosed | Senior operating leadership |
| Automatic Data Processing, Inc. | Chief Marketing Officer; Division President | Not disclosed | P&L and go-to-market leadership |
| Booz Allen Hamilton | Principal | Not disclosed | Strategy and advisory experience |
| General Electric Company | Marketing Manager | Not disclosed | Product/marketing foundations |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Corpay, Inc. | Chief Executive Officer | Since Aug 2000 | NYSE-listed global business payments company |
| Corpay, Inc. | Chairman | Since Mar 2003 | Board leadership |
Board Governance
- Committee assignments: Compensation Committee member; the Compensation Committee met 6 times in FY2024 and is comprised entirely of independent directors under Exchange Act Rule 10C-1 .
- Independence: Clarke is an independent director; overall, the Board has a majority of independent directors (all except the CEO) .
- Attendance and engagement: The Board met five times in FY2024; each director attended at least 92% of Board and committee meetings; eight of nine directors attended the 2024 annual meeting .
- Leadership structure and executive sessions: CEO serves as Chair; an independent Lead Director presides over executive sessions and holds robust duties; the Board holds regular executive sessions of independent directors .
- Overboarding policy: Directors may sit on no more than four public company boards; public-company CEOs may serve on no more than one additional public company board besides their own; as of mailing, all directors comply .
Fixed Compensation
| Component (FY2024) | Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 50,000 | Clarke elected to receive $50,000 cash |
| Annual equity award (RSUs) | 250,000 | Clarke elected $250,000 in RSUs |
| Committee chair fees | 0 | Not a chair; chair fee schedule: Audit $20,000; Compensation $12,500; CG&N $7,500; A&F $7,500 |
| Lead Director fee | 0 | Applicable only to Lead Director ($50,000) |
| Total FY2024 director compensation | 300,000 | As reported in Director Compensation table |
Grant and vesting specifics:
| Grant Detail | Value |
|---|---|
| RSUs granted May 3, 2024 (annual award) | 4,363 RSUs; grant-date fair value $250,000; determined using $57.29 closing price on grant date |
| Vesting for annual RSUs | One-year pro rata quarterly vest on grant anniversary quarters |
| Unvested RSUs as of Dec 31, 2024 | 2,181 RSUs vesting Feb 3, 2025 and May 3, 2025 |
Director program design (non-employee):
- Annual cash retainer $50,000; annual equity awards $250,000; one-time $200,000 time-based RSU grant upon appointment; flexibility to elect cash fees as RSUs; RSUs vest pro rata (annual or quarterly as specified) .
Performance Compensation
Dayforce does not disclose performance-based pay for non-employee directors; director equity is time-based RSUs rather than PSUs or options .
Other Directorships & Interlocks
| External Company | DAY Directors on Same External Board | Interlock Note |
|---|---|---|
| Corpay, Inc. | Ronald Clarke (CEO/Chairman), Thomas Hagerty (director), Gerald Throop (director) | Three Dayforce directors also serve on Corpay’s board, implying a notable network interlock; monitor for potential information flow/conflict risk if commercial ties arise |
Overboarding compliance:
- Clarke is a public-company CEO serving on one additional public company board (Dayforce), consistent with Dayforce’s tightened overboarding limits; all directors comply as of mailing .
Expertise & Qualifications
- Strategic transformation leadership, management leadership, and M&A/corporate finance expertise; deep CEO experience navigating public-company challenges .
- The Board’s skills matrix identifies broad competencies across nominees in public company board service, financial literacy, global business, and risk oversight; Clarke’s biography highlights advanced strategic and leadership credentials .
Equity Ownership
| Alignment Mechanism | Status |
|---|---|
| Stock ownership guidelines (directors) | 5x annual base cash retainer; all non-employee directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging policy | Prohibited for directors and employees; no exceptions granted in 2024; short-term trading, short sales, margin accounts, and pledging are prohibited |
| Clarke’s unvested RSUs (Dec 31, 2024) | 2,181 RSUs scheduled to vest on Feb 3, 2025 and May 3, 2025 |
Governance Assessment
- Independence and attendance: Clarke is independent and, like all directors, maintained at least 92% attendance in FY2024, supporting board effectiveness .
- Committee role: As a Compensation Committee member on a fully independent committee meeting six times in FY2024, Clarke contributes to pay governance, peer group selection, and incentive oversight .
- Alignment: Director pay structure (cash retainer + time-based RSUs) and 5x retainer stock ownership guidelines, alongside anti-hedging/pledging policies, support ownership alignment and investor confidence .
- Interlock risk (RED FLAG): Triple interlock with Corpay (Clarke, Hagerty, Throop) warrants monitoring for potential conflicts or groupthink; Dayforce’s overboarding limits and independence affirmations mitigate time/independence risk, but investors should remain attentive to any related-party dealings if they occur .
- Board governance quality: Majority-independent board, regular executive sessions with a robust Lead Director role, and formalized succession, risk oversight, and policy frameworks reflect strong governance practices .