William McDonald
Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary at Dayforce
Executive
About William McDonald
William E. McDonald is Executive Vice President, Chief Legal and Compliance Officer, and Corporate Secretary at Dayforce, Inc. (NYSE/TSX: DAY). He has held the CLCO and Corporate Secretary roles since July 2024, after serving as Executive Vice President and General Counsel from July 2021 to July 2024, and Corporate Secretary since February 2016; prior to that he was Senior Vice President, Deputy General Counsel from February 2016 to July 2021 . As Corporate Secretary, he signs SEC filings and special meeting materials; for example, he signed the November 12, 2025 Form 8-K reporting stockholder approval of the Thoma Bravo acquisition . Company performance context under his legal/compliance tenure: FY2024 total revenue was $1.8 billion (+16% YoY), free cash flow reached $171.5 million (+63% YoY), and gross revenue retention was 98% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dayforce, Inc. | Executive Vice President, Chief Legal & Compliance Officer; Corporate Secretary | Jul 2024–present | Oversees global legal, compliance, and governance; corporate secretary for Board and stockholder matters |
| Dayforce, Inc. | Executive Vice President, General Counsel | Jul 2021–Jul 2024 | Led all legal affairs, contracts, litigation, compliance program development |
| Dayforce, Inc. | Senior Vice President, Deputy General Counsel | Feb 2016–Jul 2021 | Supported legal operations, corporate governance, and regulatory compliance |
| Dayforce, Inc. | Corporate Secretary | Feb 2016–present | Corporate records, board processes, SEC/TSX governance, signed SEC filings (e.g., 8-Ks) |
Fixed Compensation
- Not disclosed for Mr. McDonald (proxy tables cover named executive officers only) .
Performance Compensation
- Dayforce uses annual MIP and PSU-based programs for NEOs, with metrics emphasizing revenue growth and profitability; while these frameworks reflect company policy direction, the proxy does not disclose Mr. McDonald’s individual participation or targets .
2024 Management Incentive Plan (NEO program design and outcome, for context)
| Metric | Weighting | Threshold | Target | Maximum | Actual Achievement | Payout Earned |
|---|---|---|---|---|---|---|
| Cloud Recurring Revenue, excluding float ($USD Millions) | 33.3% | $1,217.3 | $1,248.5 | $1,279.7 | $1,235.7 | Incorporated in total |
| Adjusted EBITDA, excluding float ($USD Millions) | 33.3% | $299.4 | $315.2 | $331.0 | $309.4 | Incorporated in total |
| Sales PEPM ACV (internal sales productivity metric) | 33.3% | Not disclosed (confidential) | Not disclosed (confidential) | Not disclosed (confidential) | Not disclosed (confidential) | Incorporated in total |
| Total MIP Payout (NEOs) | — | — | — | — | — | 85.59% |
Note: STI cost-savings PSUs granted in 2024 were certified at 110% (above maximum), vesting after one year; the initiative delivered >$30 million savings and supported operating cash flow and FCF gains .
2025 MIP (company program evolution—metric definitions and thresholds)
| Metric | Weighting | Threshold (as % of Target) | Target (as % of Target) | Maximum (as % of Target) | Settlement Structure |
|---|---|---|---|---|---|
| Revenue Growth (constant currency, excluding float) | 33.3% | 99% → 50% payout | 100% → 100% payout | 102% → 150% payout | 50% cash + 50% fully vested RSUs at certification |
| Free Cash Flow Margin (FCF/Total Revenue incl. float) | 33.3% | 83% → 50% payout | 100% → 100% payout | 117% → 150% payout | 50% cash + 50% fully vested RSUs at certification |
| Sales PEPM ACV | 33.3% | 91% → 50% payout | 100% → 100% payout | 108% → 200% payout | 50% cash + 50% fully vested RSUs at certification |
- Maximum combined payout capped at 167% when all three metrics at or above threshold; if one/two metrics fail threshold, other metrics pay linearly with overall cap at 100% .
- NEO targets specified (e.g., CEO 100%, CFO 60%), but the filing does not list Mr. McDonald’s MIP target .
Long-Term Incentives (program structure)
| Award Type | Measurement | Vesting Schedule | Key Parameters |
|---|---|---|---|
| Time-based RSUs | Tenure/retention | 1/3 annually over 3 years from grant date | RSUs granted under 2018 EIP; fully described in award agreements |
| Financial PSUs (LTI fPSUs) | Financial performance | 1/3 annually over 3 years; each tranche contingent on prior-year performance certification | 2024: metrics included Cloud Recurring Revenue, Adjusted Cloud Recurring Gross Margin, Sales PEPM ACV; total payout certified at 97.7% for 2024 |
| Market PSUs (mPSUs) | Relative TSR vs S&P 1500 Application Software Index | 3-year cliff vest (third anniversary) | Payout scale: 50% at 25th percentile, 100% at 50th, 150% at 75th, 200% at 90th percentile; certification at end of period |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 6x base salary; other executive officers 3x base salary, with a five-year compliance window and 75% post-tax retention if not in compliance by then; as of December 31, 2024, executive officers met or complied with retention requirements .
- No hedging or pledging: Prohibited for directors and employees; no exceptions granted in 2024; also prohibits short-term trading, short sales, margin accounts, and pledging as collateral .
- Clawback: Compensation Recovery Policy permits recoupment of excess incentive compensation following a material accounting restatement; also recovery provisions in the 2018 EIP for termination for cause and accounting restatements .
- Equity change-of-control treatment: Post–March 8, 2021 grants include “double trigger” acceleration (requires both a change in control and qualifying termination); pre‑2021 grants had single-trigger acceleration .
- Beneficial ownership: The proxy discloses ownership for directors and NEOs and totals for other executive officers as a group; it does not disclose Mr. McDonald’s individual beneficial ownership .
Employment Terms
- Indemnification: Company indemnifies directors and officers to the fullest extent under Delaware law; separate indemnification agreements are in place .
- Insider Trading Policy: Trading windows and blackout periods apply; clearance procedures for certain individuals; prohibited transactions include hedging, pledging, short sales, margin accounts; policy filed as an exhibit to the FY2024 10-K .
- Compensation governance practices: No tax gross-ups, no single-trigger CIC acceleration, no repricing of underwater options without stockholder approval, annual Say-on-Pay, independent compensation committee and consultants, stockholder engagement .
- Executive severance: Severance provisions are outlined for NEOs; the proxy does not detail Mr. McDonald’s severance terms .
Investment Implications
- Alignment: Governance safeguards—no hedging/pledging, clawback, double-trigger CIC acceleration—tighten alignment and reduce misaligned risk-taking; stock ownership guidelines enforce meaningful executive “skin in the game” .
- Retention risk: Mr. McDonald’s elevation to CLCO in July 2024 positions him centrally for legal/compliance and governance during the Thoma Bravo transaction; while NEOs’ deal-related compensation received stockholder advisory approval, individual terms for Mr. McDonald are not disclosed, leaving limited visibility into post-merger retention economics .
- Transaction context: Stockholders approved the Thoma Bravo acquisition at $70 per share cash; closing expected late 2025 or early 2026 subject to customary conditions, which may catalyze leadership retention measures and governance transitions where the Corporate Secretary/CLCO role is pivotal .