Stephen Holdridge
About Stephen Holdridge
Stephen Holdridge, age 64, is President and Chief Operating Officer at Dayforce, Inc. and has served as COO since September 5, 2024; he previously led Customer and Revenue Operations and the Services and Customer functions since joining Dayforce in January 2020 . During his tenure, Dayforce delivered 2024 total revenue of $1.8 billion (+16% YoY), operating cash flow of $281.1 million (+28%), and free cash flow of $171.5 million (+63%), with gross revenue retention of 98% and 6,876 customers live on the platform . Executive incentive plans tied to Cloud Recurring Revenue, Adjusted EBITDA, Sales PEPM ACV, operating profit growth, and three-year relative TSR yielded 2024 payouts of 85.59% (MIP) and 97.7% (LTI financial PSUs), while cost-savings PSUs paid at 110% after exceeding $30 million in identified savings . On a pay-versus-performance basis, Dayforce’s cumulative TSR value for a fixed $100 investment was $107 in 2024 versus $206 for the S&P Composite 1500 Application Software peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dayforce, Inc. | Global Head of Services | Jan 2020 – Feb 2022 | Led global services function supporting HCM deployments and customer success . |
| Dayforce, Inc. | EVP, Chief Customer Officer | Feb 2022 – Feb 2023 | Oversaw customer experience and support, driving retention and service delivery . |
| Dayforce, Inc. | President, Customer and Revenue Operations | Feb 2023 – Sep 2024 | Unified global revenue and customer teams to drive growth and CX . |
| Dayforce, Inc. | President & Chief Operating Officer | Sep 2024 – Present | Streamlines operations across back-office functions; integrates revenue and customer operations . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $625,000 | $650,000 | $650,000 |
| Bonus ($) | — | — | — |
| MIP Cash – Threshold / Target / Max ($) | — | — | $43,420 / $260,000 / $434,200 |
Performance Compensation
| Program / Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 MIP – Cloud Recurring Revenue ex. float | Equal across 3 metrics | $1,248.5M | $1,235.7M | Included in 85.59% total | 50% cash / 50% PSUs; PSUs 1-year cliff; vested 3/1/2025 . |
| 2024 MIP – Adjusted EBITDA ex. float | Equal across 3 metrics | $315.2M | $309.4M | Included in 85.59% total | As above . |
| 2024 MIP – Sales PEPM ACV | Equal across 3 metrics | Not disclosed (competitive sensitivity) | Not disclosed | Included in 85.59% total | As above . |
| 2024 STI fPSU – Cost Savings | N/A | $26M | >$30M | 110% | 1-year cliff; vested 3/1/2025 . |
| 2024 LTI fPSU – Recurring Revenue YoY Growth ex. float | 1/3 of fPSU | 20% | 19.4% | Included in 97.7% total | Vests annually over 3 years; 2024 tranche achieved and vested 3/1/2025 . |
| 2024 LTI fPSU – Adjusted Operating Profit YoY Growth ex. float | 1/3 of fPSU | 30% | 25.6% | Included in 97.7% total | As above . |
| 2024 LTI fPSU – Sales PEPM ACV YoY Growth | 1/3 of fPSU | Not disclosed | Not disclosed | Included in 97.7% total | As above . |
| 2024 LTI mPSU – 3-year rTSR vs S&P 1500 App Software | N/A | 50th percentile = 100% payout; 25th=50%; 75th=150%; 90th=200% | In progress (2024–2026) | TBD (certified in 2027) | 3-year cliff on 3/1/2027 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 135,464 shares; less than 1% of outstanding . |
| Breakdown – Common / Options | 69,917 common; 65,547 options exercisable within 60 days . |
| Insider exercises / vesting in FY 2024 | Options exercised: none; Shares vested: 38,380 . |
| Unvested RSUs (as of 12/31/2024) | 36,630 (3/1/2024 grant); 26,585 (11/1/2024 promotion RSUs) . |
| Unvested PSUs (as of 12/31/2024) | LTI fPSUs 36,630; STI PSUs 10,989; STI fPSUs 10,989; MIP PSUs 4,191; mPSUs 3,663 . |
| Option position | 65,547 options; strike $70.73; expiring 2/28/2030; standard 4-year vesting . |
| Ownership guidelines | 3x base salary for executive officers; compliance or retention in place as of 12/31/2024 . |
| Hedging/pledging | Prohibited; no exceptions granted in 2024 . |
| Clawback | Compensation Recovery Policy and EIP recovery provisions in place . |
Employment Terms
| Triggering Event | Severance Payment ($) | Health/Life ($) | Outplacement ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Change in Control (CIC) without termination | — | — | — | 12,815,004 | 12,815,004 |
| Termination without Cause, after CIC | 1,690,000 | 11,331 | 10,000 | 12,815,004 | 14,526,335 |
| Termination without Cause, no CIC | 1,690,000 | 11,331 | 10,000 | 7,312,354 | 9,023,685 |
| Death | 520,000 | — | — | 12,815,004 | 13,335,004 |
| Disability | 520,000 | — | — | — | 520,000 |
- Equity acceleration generally requires a “double trigger” for awards granted on/after March 8, 2021; RSUs may accelerate if vesting occurs within 18 months post-termination, PSUs are pro-rated; if awards are not assumed in a CIC, full vesting applies as described .
- Restrictive covenants include a 12-month non-compete/non-solicit for Holdridge; perpetual confidentiality and assignment of inventions; non-disparagement applies .
- No tax gross-ups; no repricing of underwater options; clawback policy in effect .
2024 Equity Grants and Vesting Schedules
| Award Type (Grant Date) | Target/Units | Grant Date Fair Value ($) | Key Vesting Terms |
|---|---|---|---|
| RSU (3/1/2024) | 36,630 | 2,499,998 | 1/3 annually over 3 years . |
| RSU (Promotion; 11/1/2024) | 26,585 | 1,999,990 | 1/3 annually over 3 years . |
| LTI fPSU (3/1/2024) | 36,630 | 2,499,998 | Annual vest over 3 years, contingent on one-year metrics; 2024 achieved 97.7% . |
| mPSU (3/1/2024) | 3,663 | 326,483 | 3-year cliff based on rTSR vs index . |
| STI PSUs (3/1/2024) | 10,989 | 749,999 | 1-year cliff; 2024 certificate at 85.59% for MIP PSUs and 110% for cost-savings PSUs . |
| MIP PSUs (3/1/2024) | 4,191 | 286,036 | 1-year cliff; paid at 85.59% . |
Investment Implications
- Compensation-performance alignment: MIP and LTI metrics center on recurring revenue growth, profitability, and rTSR; 2024 payouts of 85.59% (MIP) and 97.7% (LTI fPSUs) indicate meaningful linkage to operational results and disciplined goal-setting (Sales PEPM ACV details withheld for competitiveness) .
- Retention and optionality: Significant unvested RSUs/PSUs and promotion RSUs (~63,215 RSUs plus PSUs in multiple tranches) provide retention; double-trigger equity acceleration and 12-month non-compete reduce near-term exit risk .
- Insider selling pressure: 2025 vesting events include MIP PSUs (3,587 shares), STI fPSUs (12,088), and LTI fPSUs (11,929) for Holdridge—potential incremental supply into trading windows, though hedging/pledging is prohibited .
- Governance safeguards: No tax gross-ups, compensation clawback policy, no repricing, stock ownership guidelines (3x salary) with compliance or retention enforced—all supportive of shareholder alignment .
- Forward program changes: 2025 plans add Free Cash Flow Margin (MIP) and Free Cash Flow CAGR (LTI) and move financial PSUs to a single three-year performance period with annual vesting, tightening capital discipline and longer-horizon measurement .