0000950170-23-062498.txt : 20231113 0000950170-23-062498.hdr.sgml : 20231113 20231113084213 ACCESSION NUMBER: 0000950170-23-062498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231109 FILED AS OF DATE: 20231113 DATE AS OF CHANGE: 20231113 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Heuland Noemie Clemence CENTRAL INDEX KEY: 0001825126 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38467 FILM NUMBER: 231395481 MAIL ADDRESS: STREET 1: C/O CERIDIAN HCM HOLDING INC. STREET 2: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Ceridian HCM Holding Inc. CENTRAL INDEX KEY: 0001725057 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 463231686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 952-853-8100 MAIL ADDRESS: STREET 1: 3311 EAST OLD SHAKOPEE ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55425 4 1 ownership.xml 4 X0508 4 2023-11-09 0001725057 Ceridian HCM Holding Inc. CDAY 0001825126 Heuland Noemie Clemence C/O CERIDIAN HCM HOLDING INC. 3311 EAST OLD SHAKOPEE ROAD MINNEAPOLIS MN 55425 false true false false EVP, CFO true Common Stock 2023-11-09 4 F false 4453 64.97 D 61353 D Common Stock 2023-11-10 4 S false 3000 65.18 D 58353 D Performance Units 2032-02-24 Common Stock 9800 9800 D Performance Units 2033-02-28 Common Stock 2715 2715 D Performance Units 2033-02-28 Common Stock 17139 17139 D Performance Units 2033-02-28 Common Stock 5141 5141 D In connection with the vesting of 11,315 shares of common stock of the Issuer ("Common Stock") on November 9, 2023, 4,453 shares of Common Stock were forfeited to pay withholding taxes as required pursuant to the terms of the restricted stock unit ("RSU") award agreement and 6,862 shares of Common Stock were issued to the reporting person. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on March 16, 2023. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.737 to $65.68 inclusive. The reporting person undertakes to provide Ceridian HCM Holding Inc., any security holder of Ceridian HCM Holding Inc. or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Includes (i) 29,449 shares of Common Stock, (ii) shares of Common Stock issuable pursuant to RSUs, granted on February 24, 2022, of which 5,882 shares vest on February 24, 2024 and 5,883 shares vest on February 24, 2025; and (iii) shares of Common Stock issuable pursuant to RSUs, granted on February 28, 2023, of which 5,713 shares vest on each of February 28, 2024, February 28, 2025 and February 28, 2026. Pursuant to the terms of the performance stock unit ("PSU") award agreement, the vesting of 4,900 PSUs occurs on each of February 24, 2024 and February 24, 2025. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics under the Company's 2023 Management Incentive Plan ("2023 MIP") are satisfied. The number of PSUs reported in columns 5, 7 and 9 of Table II reflects achievement at the target level of performance under the 2023 MIP. Based on actual results during the fiscal year ended December 31, 2023, the aggregate number of shares of Common Stock issued may range from zero shares to 150% of the target number of shares reported in columns 5, 7, and 9 of Table II. The PSUs will only vest upon the later of (i) the date the Compensation Committee or the Board of Directors of the Company certify that one or more of the performance metrics have been met under the 2023 MIP for the individual and (ii) the one-year anniversary of the date of grant. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which one or more of the performance metrics contained in the PSU award agreement ("PSU Agreement") are satisfied annually over a three year period. The number of PSUs reported in columns 5, 7, and 9 of Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during each of the preceding period beginning on January 1 and ending December 31, the aggregate number of shares of Common Stock issued may range from zero shares to 167% of the target number of shares reported in columns 5, 7 and 9 of Table II. The PSUs will only vest if the achievement of one or more of the annual performance metrics under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company for the prior period, and then any such certified amount will vest on the anniversary of the date of grant. Each PSU represents a contingent right to receive shares of Common Stock based upon the degree to which the performance metric contained in the PSU Agreement is satisfied. The number of PSUs reported in columns 5, 7, and 9 of Table II reflects achievement at the target level of performance under the PSU Agreement. Based on actual results during the period beginning January 1, 2023 and ending December 31, 2025, the aggregate number of shares of Common Stock issued may range from zero shares to 200% of the target number of shares reported in columns 5, 7 and 9 of Table II. The PSUs will only vest if the achievement of the performance metric under the PSU Agreement is certified to have been met by the Compensation Committee or the Board of Directors of the Company, and then any such certified amount will vest on February 28, 2026. Exhibit List 24. Power of Attorney /s/ William E. McDonald, attorney-in-fact 2023-11-13 EX-24.1 2 cday-ex24_1.htm EX-24.1 EX-24.1

Exhibit 24

POWER OF ATTORNEY

 

March 7, 2023

 

Know all by these present, that the undersigned hereby constitutes and appoints William E. McDonald, Erik J. Didrikson, and Andrea R. Bastyr, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney‑in‑fact to:

 

(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Ceridian HCM Holding Inc. (the “Company”) or as a stockholder of the Company or as a trustee of a stockholder of the Company, (i) Forms 3, 4, and 5, and Schedules 13D or 13G, including amendments thereto, relating to the securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder, and (ii) Form 144 related to the sale of securities of the Company;

 

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, Form 144, or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney‑in‑fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney‑in‑fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion.

 

The undersigned hereby grants to each such attorney‑in‑fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney‑in‑fact, or such attorney‑in‑fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys‑in‑fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5, file Form 144, or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys‑in‑fact.

 

This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney.

 

[The remainder of this page has been intentionally left blank]

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the day and year first above written.

 

 

 

/s/ Noemie C. Heuland

Signature

 

Noemie C. Heuland

Printed Name

 

[Signature Page to Power of Attorney]