Thomas Hagerty
About Thomas Hagerty
Thomas Hagerty, age 62, is an independent director of Dayforce, Inc. and has served on the board since September 2013. He is a Managing Director at private equity firm Thomas H. Lee Partners, L.P. (THL), which he joined in 1988, bringing deep strategic transformation, mergers & acquisitions, and corporate finance experience to the board. He currently chairs Dayforce’s Acquisition & Finance Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas H. Lee Partners, L.P. (THL) | Managing Director | 1988–present | Strategic transformation, M&A/corporate finance; financial literacy |
| Dayforce, Inc. | Director | 2013–present | Chair: Acquisition & Finance; Member: Compensation |
External Roles
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| Corpay, Inc. | Director | Current | Interlock: Dayforce directors Ronald Clarke (CEO and Chair at Corpay) and Gerald Throop (Corpay director) also serve; related-party revenue $0.9M in 2024 |
| Dun & Bradstreet Holdings, Inc. | Director | Current | — |
| Fidelity National Financial, Inc. | Director | Current | — |
| Black Knight, Inc. | Director | Within last five years | — |
| Foley Trasimene Acquisition Corp. | Director | Within last five years | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors other than CEO/Chair David Ossip are independent; all committee members are independent under NYSE/SEC rules |
| Committee assignments | Acquisition & Finance (Chair), Compensation (Member) |
| 2024 committee activity | Acquisition & Finance: 3 meetings; Compensation: 6 meetings |
| Attendance | Board held 5 meetings; each director attended at least 92% of Board and committee meetings in FY 2024; 8 of 9 directors attended 2024 annual meeting |
| Board leadership | Executive Chair: David Ossip; Lead Independent Director: Gerald Throop; regular executive sessions of independent directors |
| Overboarding guideline | Updated limit: ≤4 public company boards; all directors comply as of mailing |
Fixed Compensation
| Component (Non‑Employee Directors) | Amount/Terms |
|---|---|
| Annual cash retainer | $50,000 |
| Annual equity award (RSUs) | $250,000; vests quarterly over one year |
| Committee chair fees | Acquisition & Finance: $7,500; Compensation: $12,500; Audit: $20,000; Corporate Governance & Nominating: $7,500 |
| Lead Director fee | $50,000 |
| One-time RSU on appointment | $200,000; vests pro‑rata annually over three years |
| Cash-to-RSU election | Directors may elect cash fees to be paid in RSUs |
| Thomas Hagerty – 2024 Director Compensation | Amount |
|---|---|
| Fees earned in cash | $57,500 (retainer + A&F Chair fee) |
| Stock awards (grant-date fair value) | $250,000 |
| Total | $307,500 |
| RSUs elected/awarded (May 3, 2024 grant @ $57.29) | 5,367 RSUs (elected to receive all annual cash + equity + chair fee in RSUs) |
| Unvested RSUs as of 12/31/2024 | 2,683 RSUs vesting on Feb 3, 2025 and May 3, 2025 |
Performance Compensation
| Program | Applies to Dayforce Directors? | Notes |
|---|---|---|
| Short‑term or performance‑based incentives tied to metrics (e.g., MIP, PSUs) | No | Director compensation is retainer + time‑based RSUs; no performance metrics or meeting fees disclosed for directors |
Other Directorships & Interlocks
| Counterparty | Relationship | 2024 Amount |
|---|---|---|
| Corpay, Inc. | Related party via shared Dayforce board members (Clarke, Hagerty, Throop) | $0.9M revenue recognized by Dayforce |
Expertise & Qualifications
- Strategic transformation leadership; public company board service; financial literacy; global business background; M&A/corporate finance .
- Industry exposure across HCM, financial services/fintech/payments; enterprise risk/cyber oversight competencies noted for nominees matrix .
Equity Ownership
| Category | Shares |
|---|---|
| Directly held | 75,404 |
| Hagerty Family 2006 Trust (trustee) | 84,235 |
| Charitable foundation (shared voting/dispositive power) | 31,900 |
| RSUs vested/vesting within 60 days of Mar 6, 2025 | 1,341 |
| Options exercisable within 60 days | 6,803 |
| Options held for benefit of THL‑affiliated funds | 11,609 (exercisable within 60 days) |
| Unvested RSUs (12/31/2024) | 2,683 (vesting Feb 3, 2025 and May 3, 2025) |
- Hedging/pledging: Prohibited; no exceptions granted in 2024 .
- Director stock ownership guideline: 5x annual cash retainer; all non‑employee directors in compliance as of 12/31/2024 .
Governance Assessment
-
Strengths
- Long‑tenured private equity investor with advanced finance/M&A expertise; chairs capital allocation committee (A&F) and serves on Compensation Committee—aligned with Dayforce’s acquisition/financing needs and pay governance .
- Independence confirmed; strong attendance (≥92%) and robust board processes (lead independent director; executive sessions; annual evaluations) bolster oversight quality .
- Stock ownership alignment and prohibition on hedging/pledging support investor confidence; directors comply with 5x retainer guideline .
-
Potential conflicts and risk indicators
- Corporate opportunity framework explicitly addresses overlaps with THL and Cannae—useful safe harbor but signals ongoing potential for conflicts requiring careful committee oversight and recusal where appropriate .
- Interlock at Corpay (with Clarke and Throop) coincides with related‑party revenue ($0.9M in 2024); while modest, requires continuing Audit Committee monitoring for arm’s‑length terms .
- Overboarding policy reduced to max four boards; Hagerty currently sits on Dayforce plus three public boards (Corpay, D&B, FNF)—at the guideline limit, elevating time‑commitment risk if circumstances change, though currently compliant .
- Compensation Committee interlocks: none involving Dayforce executive officers, reducing pay governance conflict risk .
-
Shareholder signals
- Say‑on‑Pay support of ~91.4% at 2024 annual meeting underscores broad investor alignment with compensation governance; continued engagement and 2025 program refinements noted .