Exhibit 97.1
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Policy Overview
The Board of Directors (the “Board”) of Dayforce, Inc. (“Dayforce”) believes that it is in the best interests of Dayforce and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces Dayforce’s pay-for-performance compensation philosophy. The Board has therefore adopted this Compensation Recovery Policy (the “Policy”) which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the U.S. federal securities laws. This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the "Exchange Act").
Purpose
The purpose of this Policy is to describe the circumstances under which Dayforce is required to recover certain compensation paid to certain employees. Any references in compensation plans, agreements, equity awards, or other policies to the Dayforce “recoupment”, “clawback”, or similarly-named policy shall be deemed to refer to this Policy.
Mandatory Recovery of Compensation
In the event that Dayforce is required to prepare an Accounting Restatement, Dayforce shall recover reasonably promptly from a Covered Officer the amount of Erroneously Awarded Compensation received during the Recovery Period.
This policy replaces and supersedes all other prior policies regarding the same or similar subject matter, as of the Policy Version Effective Date set forth below. Dayforce US, Inc. reserves the right to alter, amend or discontinue this policy at any time without notice.
Policy Version Effective Date: 04/282023 | Policy Last Reviewed Date: 04/28/2023 | Policy Owner: Legal
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Definitions
For purposes of this Policy, the following terms, when capitalized, shall have the meanings set forth below:
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Exceptions
Notwithstanding anything to the contrary in this Policy, recovery of Erroneously Awarded Compensation will not be required to the extent Dayforce’s Compensation Committee of the Board (or a majority of the independent directors on Dayforce’s Board in the absence of such a committee) has made a determination that such recovery would be impracticable and one of the following conditions have been satisfied:
Manner of Recovery
In addition to any other actions permitted by law or contract, Dayforce may take any or all of the following actions to recover any Erroneously Awarded Compensation: (a) require the Covered Officer to repay such amount; (b) offset such amount from any other compensation owed by Dayforce or any of its affiliates to the Covered Officer, regardless of whether the contract or other documentation governing such other compensation specifically permits or specifically prohibits such offsets; (c) cancelling prior grants of equity awards, whether vested or unvested or paid or unpaid; and (d) subject to “Exceptions” above, to the extent the Erroneously Awarded Compensation was deferred into a plan of deferred compensation, whether or not qualified, forfeit such amount (as well as the earnings on such amounts) from the Covered Officer’s balance in such plan, regardless of whether the plan specifically permits or specifically prohibits such forfeiture. If the Erroneously Awarded Compensation consists of shares of Dayforce’s common stock, and the Covered Officer still owns such shares, then Dayforce may satisfy its recovery obligations by requiring the Covered Officer to transfer such shares back to Dayforce.
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Other
Questions
Questions or comments regarding this policy can be directed to officeofgeneralcounsel@ceridian.com.
Reports of policy violations can be submitted to your manager, Human Resources or anonymously via EthicsPoint.
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