Samer Alkharrat
About Samer Alkharrat
Samer Alkharrat (age 56) is Executive Vice President and Chief Revenue Officer at Dayforce, serving since June 2023 after senior revenue leadership roles at Workday, C3 AI, and VMware . His compensation is tightly linked to performance via short-term incentives (MIP, Sales Incentive Plan, and one-year STI PSUs) and long-term incentives including financial PSUs tied to Cloud Recurring Revenue, Adjusted Cloud Recurring Gross Margin, and Sales PEPM ACV, plus market PSUs tied to TSR vs the S&P 1500 Application Software Index; 2024 PSU outcomes included 110% attainment for certain STI PSUs, 97.7% for LTI fPSUs, and 79.7% for his join-the-company PSU tranche with multi-year vesting . Stock ownership guidelines require 3x base salary for executive officers, with NEOs meeting or complying with retention requirements as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Workday, Inc. | Chief Partner Officer | Mar 2022 – Feb 2023 | Built partner-led go-to-market for enterprise cloud applications . |
| C3 AI | President & Chief Revenue Officer | Jun 2021 – Feb 2022 | Led enterprise AI sales to accelerate ARR growth . |
| VMware LLC | SVP, Worldwide Sales | Nov 2019 – 2021 | Ran global sales organization for cloud services portfolio . |
Fixed Compensation
Summary compensation and incentive payouts:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $304,231 | $600,000 |
| Cash Bonus ($) | $250,000 (sign-on) | — |
| Stock Awards ($) | $4,999,960 | $4,582,511 |
| Non-Equity Incentive Plan Compensation ($) | $258,020 | $489,869 (MIP + SIP) |
| All Other Compensation ($) | $9,554 | $10,350 |
Incentive targets:
| Program | Target ($) | Notes |
|---|---|---|
| 2024 MIP (cash portion) | $75,000 target; $12,525 threshold; $125,250 max | MIP structured as 50% cash, 50% PSUs . |
| 2024 SIP (Sales Incentive Plan) | $450,000 target; $372,414 threshold; no cap | Annual target incentive for CRO role . |
| 2025 Sales Incentive Plan | $450,000 annual target incentive | Quota-based payout mechanics with accelerators . |
Performance Compensation
2024 equity awards, metrics, outcomes, and vesting:
| Metric/Award | Weighting | Target/Benchmark | Actual | Payout/Share Outcome | Vesting |
|---|---|---|---|---|---|
| LTI fPSUs (Financial PSUs) | Equally split among Cloud Recurring Revenue, Adjusted Cloud Recurring Gross Margin, Sales PEPM ACV | Annual targets set by Comp Committee | 97.7% of target for FY2024 | For Alkharrat: 21,978 PSUs granted; 7,158 shares achieved for 2024 tranche, with remaining subject to future performance | Vests in equal installments on first three anniversaries of grant date; each tranche certified annually . |
| STI PSUs (one-year) | Cost savings metric | Annual threshold/target set | 110% achieved for Alkharrat cohort | 7,326 granted; 8,059 shares achieved and vested on March 1, 2025 | One-year cliff; vested March 1, 2025 . |
| Join-the-Company PSU (Alkharrat) | Sales PEPM ACV | Threshold–Max 50%–200%; exact targets not disclosed | 79.7% of PSUs earned | 14,652 PSUs granted; 11,678 shares earned; to vest one-third on Mar 1, 2025, 2026, 2027 | Annual tranches over three years . |
| RSUs (time-based) | N/A | N/A | N/A | Included in stock awards values | One-third annually over three years beginning first anniversary . |
| mPSUs (market PSUs) | Tied to TSR vs S&P 1500 Application Software Index | 3-year measurement | N/A | Value contingent on relative TSR | Cliff vest at 3 years . |
Valuation references:
- PSUs valued using closing price $68.25 on March 1, 2024 or $72.64 as of Dec 31, 2024 where specified .
Equity Ownership & Alignment
Ownership and guidelines:
| Item | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 30,572 (as of record date; <1%) | 22,659 (as of Sep 25, 2025; <1%) |
| Executive Stock Ownership Guideline | 3x base salary; 5-year compliance window; retain 75% of after-tax shares if not met by deadline | NEOs met or are complying with retention requirements |
| Hedging/Pledging | Prohibited under Insider Trading Policy | Prohibited |
| Vested vs Unvested (snapshot) | N/A | Includes 90,723 unvested RSUs and 7,785 unvested PSUs (per Form 4 footnote, Oct 2025) |
Insider transactions (2025) and selling pressure context:
| Date | Shares Sold | Price | Shares Owned After | 10b5-1 Plan |
|---|---|---|---|---|
| Mar 25, 2025 | 3,523 | $60.30 | 151,828 | Adopted Dec 5, 2024 |
| Apr 25, 2025 | 1,916 | $56.64 | 150,237 | 10b5-1 plan |
| May 23, 2025 | 3,966 | $56.90 | 146,271 | 10b5-1 plan |
| Jun 25, 2025 | 664 | $57.95 | 132,266 | 10b5-1 plan |
| Aug 25, 2025 | 3,233 | $68.95 | 124,399 | 10b5-1 plan |
| Oct 24, 2025 | 3,233 | $68.55 | 117,934 | 10b5-1 plan |
Notes:
- Multiple small sales under a pre-established 10b5-1 plan mitigate discretionary selling risk narratives .
Employment Terms
Severance and change-of-control economics (double-trigger acceleration):
| Triggering Event | Severance Payment ($) | Health/Life ($) | Outplacement ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control without termination | — | — | — | $8,693,991 | $8,693,991 |
| Termination Without Cause after Change in Control | $1,800,000 | $24,003 | $10,000 | $8,693,991 | $10,527,994 |
| Termination Without Cause, no Change in Control | $1,800,000 | $24,003 | $10,000 | $5,974,640 | $7,808,643 |
| Termination due to Death | $600,000 | — | — | $8,693,991 | $9,293,991 |
| Termination due to Disability | $600,000 | — | — | — | $600,000 |
Contract highlights:
- Employment agreement entered June 2023 ; resignation for “good reason” permitted .
- Severance (no cause/good reason): 12 months base salary plus annual incentive plan payment at target and pro-rated MIP at target; COBRA subsidies for 12 months; reasonable outplacement services .
- Equity awards are double-trigger; unvested RSUs/PSUs accelerate upon qualifying termination post-change-in-control .
- Clawback: Compensation Recovery Policy (restatement) and EIP recovery provisions; no tax gross-ups; no hedging or pledging allowed .
Investment Implications
- Pay-for-performance alignment: High proportion of variable equity tied to financial execution and relative TSR, with 2024 outcomes of 110% STI PSU attainment and 97.7% LTI fPSU attainment, plus 79.7% realization on a role-specific PSU, indicating execution progress against key SaaS metrics while maintaining multi-year vesting that supports retention .
- Retention risk vs CoC economics: Double-trigger acceleration and ~$10.53M total potential payout under CoC termination suggest meaningful retention value, while standard severance (12 months salary + target bonus + pro-rata MIP; COBRA 12 months; $10k outplacement) balances market norms without shareholder-unfriendly features (no tax gross-ups; no hedging/pledging; no single-trigger) .
- Insider selling pressure: Regular small sales under a 10b5-1 plan throughout 2025 reduce concerns about opportunistic timing; residual unvested RSUs/PSUs are substantial, maintaining skin-in-the-game and aligning future realizations with performance .
- Ownership alignment and governance: <1% beneficial ownership is typical for NEOs at large-cap SaaS; 3x salary ownership guideline and retention requirements strengthen alignment; Compensation Committee independence and clawback provisions further support governance quality .