EXHIBIT 10.2
Ceridian HCM Holding Inc.
2023 Management Incentive Plan (“MIP”)
Cash & Performance Stock Units
The MIP is a short-term incentive plan designed to drive company results related to certain key financial metrics. Participants in the MIP are active eligible employees (“Participant”) of Ceridian HCM Holding Inc. and its subsidiaries (“Ceridian”) who play a key role in Ceridian accomplishing its objectives and as further described under the heading “Eligibility” below. The Board of Directors of Ceridian HCM Holding Inc. (“Board”) and the Compensation Committee of the Board (the “Committee”) have approved the MIP for the performance period January 1, 2023 - December 31, 2023 (“Performance Period”), including the Incentive Components as set forth herein. The Board and/or Committee will consider the achievement of the Incentive Components to determine whether any calculated payments will be made to participants in the MIP.
Incentive Components (1) (defined in the attached Appendices)
A Participant’s Individual MIP Target (as defined below) is 50% in the form of cash (the “Cash MIP”) and 50% in the form of performance stock units (“PSUs”) granted under the terms of the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan, as amended (“2018 EIP”), and the applicable PSU award agreement (the “PSU MIP”). Achievement of the Incentive Component(s) for Threshold, Target, and Maximum Conditions are set forth in the table below; each component is treated independently for payout. Failure to satisfy a Threshold Incentive Component will result in no payout for that component of the MIP. If at least one Threshold Incentive Component is met, a Participant will receive a payout under the MIP. The Board and/or the Committee may, in its discretion, adjust the payout under the Cash MIP.
EMPLOYEE’S INDIVIDUAL MIP TARGET |
MEASUREMENT OF INCENTIVE COMPONENTS |
||||||||
% of MIP Target |
Payment Type |
Incentive Component |
Incentive Component Weighting (1) |
Threshold(2) |
Target(2)(3) |
Maximum(2)(4) |
|||
Achievement |
Incentive Component Payout % |
Achievement |
Incentive Component Payout % |
Achievement |
Incentive Component Payout % |
||||
50% |
Cash MIP |
CLOUD REVENUE |
33.3% |
97.5% of Target |
50% |
100% of Target |
100% |
102.5% of Target |
150% |
ADJUSTED EBITDA |
33.3% |
95% of Target |
50% |
100% of Target |
100% |
105% of Target |
150% |
||
SALES PEPM ACV |
33.3% |
91% of Target |
50% |
100% of Target |
100% |
106% of Target |
200% |
||
50% |
PSU MIP |
CLOUD REVENUE |
33.3% |
97.5% of Target |
50% |
100% of Target |
100% |
102.5% of Target |
150% |
ADJUSTED EBITDA |
33.3% |
95% of Target |
50% |
100% of Target |
100% |
105% of Target |
150% |
||
SALES PEPM ACV |
33.3% |
91% of Target |
50% |
100% of Target |
100% |
106% of Target |
200% |
Eligibility
Plan Payment Opportunity
Termination Provisions
Details of MIP eligibility, plan payments and termination provisions of the Cash MIP can be found on the attached Terms and Conditions document.
For specific terms and conditions of the PSU’s as it relates to termination, refer to the 2018 EIP.
Entire Agreement
This document represents the entire agreement related to the MIP. The terms of the PSU award are set forth in the 2018 EIP and the PSU award agreement; copies of which and other information pertaining to the 2018 EIP have been provided to the Participant. The MIP replaces all prior agreements or representations with respect to the MIP. Neither the Participant nor Ceridian rely upon, or regard as material, any representation (oral or in writing) not expressly included in this document.
APPENDIX A
Definitions
Adjusted EBITDA |
Adjusted EBITDA is defined as net income (loss) before interest, taxes, depreciation, and amortization, as adjusted to exclude: net income (loss) from discontinued operations; non-cash charges for asset impairments; gain (loss) on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary; share-based compensation expense and related employer taxes; non-business as usual severance charges; restructuring consulting fees; significant acquisitions or disposals and related transaction costs; as well as other non-recurring charges, subject to board approval. Float revenue will be included based on using average SRP budget yield rates and actual volume for calculation. Adjusted EBITDA will be presented on constant currency basis (using budgeted currency rates) |
Cloud Revenue |
Cloud revenue, presented on a constant currency basis, is primarily generated from solutions that are delivered via two Cloud offerings, Dayforce and Powerpay. • Dayforce includes global HR, payroll, benefits, workforce management, and talent management on web and native iOS and Android platforms. Dayforce revenue is primarily generated from monthly recurring fees charged on a PEPM basis, generally one-month in advance of service. Dayforce also includes outsourced human resource solutions to certain Dayforce customers, including Stand Alone Tax. Also included within Dayforce revenue is implementation, staging, and other professional services revenue; revenues from the sale, rental, and maintenance of time clocks; revenue from the sale of third-party services; and billable travel expenses for Dayforce Customers, and Wallet Interchange fee revenue. • Powerpay revenue is primarily generated from recurring fees charged on a per-employee, per-process basis from small market Canadian customers. These values are as adjusted to exclude significant acquisitions or disposals; subject to board approval. Float revenue will be included based on using average SRP budget yield rates and actual volume for calculation. |
Sales PEPM ACV |
Sales PEPM includes DF PEPM SaaS, DF PEPM Managed, ICP PEPM, Powerpay recurring, MHR recurring, Fulfillment Services, Clocks Software Subscriptions, Tax Recurring and Education recurring |
Appendix B
2022 Named Executive Officers MIP Weighting
Metric |
D. Ossip(2) |
L. Turner(2) |
N. Heuland(2) |
C. Armstrong(2) |
Cloud Revenue |
33.3% |
33.3% |
25.0% |
18.75% |
Adjusted EBITDA |
33.3% |
33.3% |
25.0% |
18.75% |
Sales PEPM ACV |
33.3% |
33.3% |
25.0% |
43.75% |
Organizational Efficiencies1 |
- |
- |
12.5% |
9.375% |
Organizational Efficiencies – Finance Org. 1 |
- |
- |
12.5% |
- |
Incremental Growth Plans1 |
- |
- |
- |
9.375% |
(1) Payout Opportunity:
Incentive Component |
Threshold |
Target |
Maximum(2) |
|||
Achievement |
Incentive Component Payout % |
Achievement |
Incentive Component Payout % |
Achievement |
Incentive Component Payout % |
|
Organizational Efficiencies |
60.6% of Target |
50% |
100% of Target |
100% |
>100% of target |
100% |
Organizational Efficiencies – Finance Org. |
<100% of target |
0% |
100% of Target |
100% |
>100% of target |
100% |
Incremental Growth Plans |
70.0% of target |
50% |
100% of Target |
100% |
120% of target |
150% |
APPENDIX C
Definitions for Individual Component for 2022 Named Executive Officers
Metric |
NEO |
Definition |
Organizational Efficiencies
|
C. Armstrong N. Heuland (overall and finance) |
Employee costs (salary, benefits and labor-related overhead expenses) from January 1, 2023 to December 31, 2023 measured in USD in constant Currency (total of functional labor & benefit expense). Functional level in line with SRP target and budget ownership. |
Incremental Growth Plans |
C. Armstrong |
Total revenue earned in 2023 from specifically named incremental revenue opportunities identified below; Rate Sheet Price Increase (price impact only across full business including Dayforce managed and SaaS, Stand Alone Tax, Powerplay and Bureau), Legacy Price increases (including Redwood Freedom), Cloud Monetization including charging for environment and cloud services, APJ incremental revenue plan, Revenue Leakage Initiative, new offerings (Support & Services, Tiered Managed, Integrations pricing), Stand Alone Tax Revenue Growth Plan, 3rd Party Cloud revenue plan. Detailed definitions noted below. |