UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

Ceridian HCM Holding Inc.

(Name of Registrant as Specified In Its Charter)

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Ceridian HCM Holding Inc.

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that Ceridian HCM Holding Inc. (“Ceridian”) will hold its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) as follows:

Once again, we are holding our Annual Meeting virtually by means of a live webcast in order to make the meeting conveniently accessible to all of our stockholders and guests. Stockholders will vote on the following items of business:

In addition, Ceridian will consider any other business as may properly come before the Annual Meeting or any adjournment, continuation, or postponement thereof.

On or about March 16, 2023, Ceridian mailed or made available to its stockholders proxy materials, including the proxy statement for the Annual Meeting (the “Proxy Statement”), its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), and form of proxy or the Notice of Internet Availability. These proxy materials can be accessed directly at proxyvote.com.

If you plan to attend the virtual Annual Meeting, please note the log-in procedures described under “Admission” on page 68 of the Proxy Statement.

If you have any questions regarding this information or the proxy materials, please contact Ceridian’s Corporate Secretary at stockholders@ceridian.com.

By Order of the Board of Directors,

William E. McDonald

Executive Vice President, General Counsel, and Corporate Secretary

Minneapolis, Minnesota

March 16, 2023

This Notice of Annual Meeting and Proxy Statement and Form of Proxy

are being distributed and made available on or about March 16, 2023.

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to be Held on April 28, 2023. The Proxy Statement and 2022 Annual Report are available electronically on the “Investor Relations” page of Ceridian’s website located at www.ceridian.com and at proxyvote.com.

CERIDIAN HCM HOLDING INC.

2023 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS

Corporate Governance Journey

We are committed to sound corporate governance practices. As we enter our sixth year as a public company, our Board of Directors (“Board”) has continued to adopt measures designed to bolster the independent leadership on the Board and establish additional meaningful stockholder rights while continuing to maintain best practice efforts adopted previously. The following timeline summarizes the evolution of the Board’s corporate governance practices since our initial public offering in 2018:

Corporate Governance Priorities

Board Composition and Refreshment

Our Board believes in the importance of achieving and maintaining the proper board composition with an appropriate mix of skills. We are proud that our entire Board boasts experience relevant to the oversight of our long-term strategy – including in areas such as Strategic Transformation Leadership, Technology or Software, and Human Resources / Talent Management.

For more information on our board composition, please see “Proposal One” on page 8 of this Proxy Statement.

Independent Board Oversight

Our Board is committed to providing frank, strategic leadership, independent from management.

For more information on our board makeup and independence, please see “Director Independence” on page 19 of this Proxy Statement.

Board Diversity

Our Board believes that a diverse board is a more capable board. We are proud that:

For more information on our board diversity, please see “Board Diversity” on page 10 of this Proxy Statement.

Robust Stockholder Engagement

Our Board is committed to engaging stockholders in the governance process. Our robust engagement process in 2022 included:

For more information on our stockholder engagement program, please see “Stockholder Engagement” on page 27 of this Proxy Statement.

Corporate Governance Best Practices

In the five years since our IPO, the Board has routinely evaluated our policies and practices against evolving best practices for alignment with stockholder interests. Key policies and practices we have adopted include:

For more information, please see “Corporate Governance” on page 25 of this Proxy Statement.

Executive Compensation Priorities

Our Board has been focused on building an executive compensation program that is significantly performance-based and stockholder aligned. We believe our executive compensation program was effective in incenting strong financial performance in fiscal year 2022, including the delivery of more than $1.0 billion in total Cloud revenue. On the Dayforce platform, we are proud to now have 5.95 million global employees and 5,993 customers live, and we have maintained our Dayforce revenue retention rate of 97.1%.¹ We also demonstrated our ability to scale and gain efficiencies in our operations, as evidenced by significant expansion of adjusted EBITDA as a percentage of revenue. The Board believes these results reflect another strong year of profitable growth for Ceridian, and these key underpinnings of growth were directly connected to the performance components of the fiscal year 2022 performance compensation program.

Key Actions taken in Response to Stockholder Feedback

Our Board has consistently focused on incorporating stockholder feedback into our executive compensation programs. At Ceridian’s 2022 Annual Meeting, holders of approximately 69.5% of our outstanding stock were represented and voted in favor of our Say on Pay proposal – a significant improvement of approximately 43.4% from the 2021 Annual Meeting results. We believe open dialogue with our stockholders and incorporation of their feedback into our executive compensation program was instrumental in the growth in stockholder support for our compensation program at the 2022 Annual Meeting.

After another robust cycle of stockholder engagement following our 2022 Annual Meeting, we continued to make changes to the compensation program, including:

For more information on the compensation program changes made in response to stockholder feedback, please see “Stockholder Engagement” on page 27 of this Proxy Statement.

The above changes are in addition to the following actions which were taken in 2022 in response to stockholder feedback following our failed Say on Pay vote in 2021:

For more information on our stockholder engagement program, please see “Stockholder Engagement” on page 27 of this Proxy Statement.

Executive Compensation Program Best Practices

We have worked closely with our independent compensation consultant, our stockholders, and other stakeholders to continue incorporating best practices into our executive compensation program. Key policies and practices we have adopted since our initial public offering include:

For more information on our executive compensation program, please see our Compensation Discussion & Analysis (“CD&A”) beginning on page 32 of this Proxy Statement.

Proposal One:

Election of Directors

Our Board has nominated each of (i) Brent B. Bickett, Ronald F. Clarke, Ganesh B. Rao, and Leagh E. Turner for election as Class I directors of the Board, and (ii) Deborah A. Farrington, Thomas M. Hagerty, and Linda P. Mantia for election as Class II directors of the Board to hold office until the 2024 Annual Meeting of Stockholders. Please see “Proposal One” on page 8 of this Proxy Statement for additional important information about each of the nominees. Each of the nominees is a current member of our Board and has consented to serve if elected. The Board recommends a vote “FOR” each nominee.

Proposal Two:

Advisory Vote on the Compensation of Ceridian’s Named Executive Officers

We are asking our stockholders to approve, on a non-binding, advisory basis, the compensation of our NEOs as disclosed in the CD&A tabular disclosures and related narrative of this Proxy Statement. The Board recommends a vote “FOR” approval of NEO compensation because it believes that the policies and practices described in the CD&A beginning on page 32 of this Proxy Statement are based on principles that reflect a “pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests. Since the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any NEO and will not be binding on or overrule any decisions by our Compensation Committee or Board. However, because we value our stockholders’ view, our Compensation Committee and Board will carefully consider the results of this advisory vote when formulating future executive compensation philosophy, policies, and practices.

Proposal Three:

Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2023

Our Audit Committee has appointed KPMG LLP as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2023, and we are asking our stockholders to ratify this appointment. The Board recommends a vote “FOR” this ratification.

Ceridian HCM Holding Inc.

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

2023 PROXY STATEMENT

Our Board solicits your proxy on our behalf for the 2023 Annual Meeting, and at any adjournment, continuation, or postponement of the 2023 Annual Meeting, for the purposes set forth in this Proxy Statement and the accompanying Notice of 2023 Annual Meeting of Stockholders (the “Notice of Internet Availability”).

In this Proxy Statement, the terms “Ceridian,” “the Company,” “we,” “us,” and “our” refer to Ceridian HCM Holding Inc. and its subsidiaries. The mailing address of our principal executive office is Ceridian HCM Holding Inc., 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425.

Our fourth amended and restated certificate of incorporation provides that our Board is divided into three classes. At the 2023 Annual Meeting, successors to the directors whose terms expire at that annual meeting shall be elected to hold office for a one-year term expiring at the 2024 Annual Meeting. The Class I directors whose terms will expire at the 2023 Annual Meeting of Stockholders are Brent B. Bickett, Ronald F. Clarke, Ganesh B. Rao, and Leagh E. Turner. The Class II directors whose terms will expire at the 2023 Annual Meeting of Stockholders are Deborah A. Farrington, Thomas M. Hagerty, and Linda P. Mantia. The Board has nominated each of (i) Brent B. Bickett, Ronald F. Clarke, Ganesh B. Rao, and Leagh E. Turner for election as Class I directors of the Board, and (ii) Deborah A. Farrington, Thomas M. Hagerty, and Linda P. Mantia for election as Class II directors of the Board.

Board Selection Criteria

Pursuant to the Corporate Governance Guidelines and the Corporate Governance and Nominating Committee charter, the Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and to recommend to the Board the nominees to stand for election as directors at the annual meeting of stockholders.

The Corporate Governance and Nominating Committee has recommended, and the Board has nominated, each Class I and Class II nominee for election to the Board after considering the following criteria:

The following table sets forth summary information regarding each director nominee and continuing director as of the Record Date. Additional information regarding the three continuing directors is available in the Board of Directors section, beginning on page 17 of this Proxy Statement.

Board Diversity

As described above, the Board carefully considers the diversity of viewpoints, background, experience, and other demographics in selecting nominees for election to the Board. This section will provide an overview of the information relied upon by the Board in performing this analysis.

Demographic Diversity

The Board also takes the ethnic and gender diversity of its membership into account when selecting nominees for election to the Board.

Skill Diversity

The Board relies on the matrix below which summarizes what our Board believes are desirable types of experience, qualifications, attributes, and skills possessed by one or more of our directors in selecting nominees for election to the Board.

Stockholder Recommendations

The Board will consider all submitted stockholder recommendations for Board nominees in making its nominations. Stockholders may submit recommendations for director candidates to the Corporate Governance and Nominating Committee by sending the individual’s name and qualifications to Ceridian HCM Holding Inc., c/o Corporate Secretary, 3311 East Old Shakopee Road, Minneapolis, Minnesota 55425. The Corporate Secretary will forward all stockholder recommendations to the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee will evaluate any candidates recommended by stockholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management. Please see “Transaction of Other Business and Additional Information” beginning on page 71 for more information.

Director Nominees

Our Board has nominated Brent B. Bickett, Ronald F. Clarke, Ganesh B. Rao, and Leagh E. Turner for election as Class I directors and Deborah A. Farrington, Thomas M. Hagerty, and Linda P. Mantia for election as Class II directors to hold office until the 2024 Annual Meeting or until their successors are duly elected and qualified, subject to their earlier death, resignation, or removal. Each of the nominees is a current member of our Board and has consented to serve if elected.

Unless you direct otherwise through your proxy voting instructions, the persons named as proxies will vote all proxies received “FOR” the election of each of the nominees. If any nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee chosen by the present Board. In the alternative, the proxies may vote only for the remaining nominees, leaving a vacancy on the Board. The Board may fill such vacancy at a later date or reduce the size of the Board. We have no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

 Information Concerning Nominees for Election for a One-Year Term Ending at the 2024 Annual Meeting

The biographies of each of the nominees contain information regarding each such person’s service as a director, business experience, public company director positions held as of February 28, 2023, and at any time during the last five years and the experience, qualifications, attributes, or skills that caused our Board to determine that the person should serve as a director of the Company.

Class I Directors

Class II Directors

Recommendation of the Board

In addition to each nominee’s specific experience, qualifications, attributes, and skills that led the Board to the conclusion that such person should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty, and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and our Board. Finally, we value our directors’ experience in relevant areas of business management and on other boards of directors and board committees. As a result, the Board recommends that you vote “for” the election of each of the nominees.

In addition to the director nominees described above, three directors will continue to serve on the Board following the Annual Meeting. The biographies of each of the incumbent directors is below, including information regarding each person’s service as a director, business experience, public company director positions held as of February 28, 2023, and at any time during the last five years and the experience, qualifications, attributes, or skills that caused our Board to determine that the person should serve as a director of the Company.

Incumbent Class III Directors – Term Expiring at the 2024 Annual Meeting:

Director Independence

Board Leadership Structure

Under our Board’s current leadership structure, we have an executive Chair and an independent Lead Director.

Mr. Ossip, our Co-Chief Executive Officer, serves as Chair of our Board. He presides over meetings of our Board and holds such other powers and carries out such other duties as are customarily carried out by the chair of a board of directors. Our Board believes that the current Board leadership structure, which includes a Lead Director, provides effective independent oversight of management while allowing our Board and management to benefit from Mr. Ossip’s leadership and years of managerial and strategic experience. Our Board believes Mr. Ossip is best positioned to identify strategic priorities, lead critical discussions, and execute our strategy and business plans, and that he possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing Ceridian. Our Board believes that Mr. Ossip’s combined role enables strong leadership, creates clear accountability, facilitates information flow between management and our Board, and enhances our ability to communicate our message and strategy clearly and consistently to our stockholders.

Mr. Throop was elected by the independent directors to serve as our independent Lead Director. He is empowered with and exercises robust, well-defined duties as set forth in our Corporate Governance Guidelines, a copy of which is available on our website located at www.ceridian.com. The primary duties of the Lead Director include:

Meetings of the Board of Directors and Stockholders

Our Board held seven meetings in fiscal year 2022. Each director attended at least 90% of all meetings of the Board and the committees on which they served that were held during fiscal year 2022. All directors are encouraged to attend our annual meeting of stockholders.

Our 2022 Annual Meeting was held virtually, and eight directors were in attendance.

Committees of the Board of Directors

Our Board has established an Acquisition and Finance Committee, Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Each committee operates under a charter that has been approved by our Board and has the composition and responsibilities described below. Members serve on these committees until their resignations or until otherwise determined by our Board. The charter of each committee is available on our website at www.ceridian.com.

Board’s Role in Risk Oversight

Our Board works directly with management to review Ceridian’s major areas of risk, assess management’s strategies for adequately managing risk, and determine the levels of risk appropriate for Ceridian.

The committees of the Board support the Board in exercising its risk oversight duties by overseeing the risks within the purview of their respective substantive areas. While the Audit Committee has responsibility to review corporate practices and policies with regard to risk management, the chairs of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee report on any committee-level risk-related discussions to the Board at each regular meeting of the Board, and the Acquisition and Finance Committee reports regularly to the Board summarizing the committee’s actions and any significant issues considered by the committee. This reporting process enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

A breakdown of the type of risks overseen by each committee is provided here:

Additional information regarding the responsibilities of each committee is available in the “Committees of the Board of Directors” section on page 20 of this Proxy Statement, and in the charters of each of the Board committees.

Our Board believes that compensation for directors should be competitive, aligned with stockholders, and reflect the highest standards of corporate governance. Our compensation program for directors is reviewed periodically by our Compensation Committee to ensure that we continue to provide a competitive compensation program.

Current Director Compensation Program

The current director compensation program for non-employee directors consists of:

The annual cash retainer and annual cash committee chair and Lead Director fees are paid pro-rata quarterly. Directors are given the flexibility to elect to receive any portion of their annual cash retainer or annual cash committee chair and Lead Director fees in the form of equity award grants and to receive any annual equity awards in the form of either RSUs, time-based stock options, or any combination of the two. Annual equity award grants, regardless of form, vest pro-rata quarterly over one year following the date of grant. The one-time RSU award granted upon appointment to the Board vests pro-rata annually over a three-year period following the date of grant.

Our directors may be reimbursed for approved director education courses and out-of-pocket travel expenses incurred in connection with attendance at Board and Board committee meetings and other Board-related activities.

In 2022, there were no annual cash fees paid to the chair of the Acquisition and Finance Committee.

Director Stock Ownership Principles

Stock ownership and stockholder alignment are key principles of our director compensation program and are reinforced from a director’s appointment to the Board until their service concludes. Therefore, we provide for annual elections where directors may receive any portion of their annual cash fees in the form of equity awards and provide a one-time equity award upon a non-employee director’s appointment to the Board.

Stock Ownership Guidelines

The Compensation Committee has established Stock Ownership Guidelines to encourage equity ownership by our executive officers and non-employee directors to reinforce the link between their financial interests and those of our stockholders. A person covered by the Stock Ownership Guidelines will have five years from the later of February 27, 2020, or the date the individual becomes a covered person to satisfy the stock ownership requirements.

We set the Stock Ownership Guidelines for our non-employee directors based on a multiple of their annual base cash retainer as of December 31 of each year. Qualifying shares under the Stock Ownership Guidelines consist of:

Under our Stock Ownership Guidelines, each non-employee director is expected to own an amount of our stock equal in value to five times his or her annual base cash retainer. As of December 31, 2022, each of our non-employee directors complied with the requirements of the Stock Ownership Guidelines.

Discussion of the Stock Ownership Guidelines as they apply to the NEOs is contained in the CD&A on page 43 of this Proxy Statement.

Director Compensation for Fiscal Year 2022

The following table presents the total annual compensation for each person who served as a member of our Board during 2022, other than Mr. Ossip and Ms. Turner. Mr. Ossip and Ms. Turner received no additional compensation for their service as a member of our Board during 2022.

Code of Conduct

We have a Code of Conduct that applies to all employees, contractors, officers, and directors of Ceridian HCM Holding Inc. and its majority-owned subsidiaries and controlled affiliates. A copy of the Code of Conduct is available on our website located at www.ceridian.com. Any amendments to or waivers from our Code of Conduct granted to directors or executive officers will be disclosed on our website promptly following the date of such amendment or waiver.

Corporate Governance Guidelines

Our Board has adopted corporate governance guidelines in accordance with the corporate governance rules of the NYSE and the TSX, which serve as a flexible framework within which our Board and its committees operate. These guidelines cover several areas, including Board composition, roles of the Chair and Lead Director, director nominations and Board membership criteria, Board meetings and executive sessions, Board committees, management succession, Board compensation, expectations of directors, Board performance evaluations, and access to management and outside advisors. A copy of our Corporate Governance Guidelines is posted on our website at www.ceridian.com.

Director Service on Other Public Company Boards

We value the experience directors bring from other boards on which they serve, but also recognize that those boards may present demands on a director’s time and availability and may present conflicts or legal issues. Accordingly, under our Corporate Governance Guidelines, a director is required to receive approval from the Chair of the Corporate Governance and Nominating Committee and the Corporate Secretary prior to joining a new board of directors or undertaking other significant commitments involving affiliation with other businesses or governmental agencies. The guidelines state that no director may sit on more than five public company boards (including the Company’s), and no director who is a CEO of a public company may sit on the board of more than two public companies besides the public company for which they are CEO. As of the time of mailing of this Proxy Statement, all directors satisfy the “overboarding” guidelines.

No-Hedging and No-Pledging Policy

Our Insider Trading and Tipping Policy prohibits the hedging or pledging of Ceridian stock by our directors or executive officers unless an exception is granted by the Board. No exceptions to the policy were granted in 2022.

Director Evaluations

Our Board and Board committees conduct annual self-assessments of the effectiveness of the Board, Board committees, and our directors. The evaluation process was developed by and is administered under the direction of the Corporate Governance and Nominating Committee. The assessment is facilitated through a questionnaire process and is designed to elicit feedback with respect to areas such as Board and committee composition, governance, communication, culture, risk, and strategy. Responses are discussed with each of the Board committees and the full Board. Recommendations are discussed with the Board and within the appropriate Board committees, and then considered and implemented as appropriate.

Indemnification of Directors and Officers

Our fourth amended and restated certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (“DGCL”).

We have entered into indemnification agreements with each of our directors. These indemnification agreements provide the directors with contractual rights to indemnification and expense advancement and reimbursement to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

A key part of our corporate governance program is our annual stockholder engagement process. We routinely engage with our stockholders to both seek their input on and address any questions they may have related to Company policies and practices. The direct conversations with stockholders also present an opportunity to provide perspective on recent or ongoing Company actions. As further detailed below, stockholder feedback has prompted further consideration by the Board and several actions and enhancements to our policies and practices over the years.

We value investors input and insights and are committed to meaningful engagement with investors, as demonstrated by our outreach efforts this year.

Scope of Engagement

Following our 2022 Annual Meeting of Stockholders, in order to better understand the executive compensation, corporate governance, and ESG concerns of our stockholders, we reached out to stockholders holding approximately 74% of the outstanding Common Stock of the Company as of June 30, 2022, to offer meetings with both the Chair of our Compensation Committee and Chair of our Corporate Governance and Nominating Committee. Ultimately, both the Chair of our Compensation Committee and Chair of our Corporate Governance and Nominating Committee participated in eight meetings this past fall with stockholders holding approximately 65% of the outstanding Common Stock of the Company as of June 30, 2022.

In addition to the above meetings, our executive team regularly met with investors and stakeholders throughout 2022 to discuss company performance, corporate governance, and ESG initiatives. These meetings offer investors and stakeholders a form to engage in constructive conversations with management around the aforementioned topics.

Compensation Feedback

Our Board continued to focus much of its engagement efforts on understanding stockholder concerns around executive compensation. Overall, stockholders were generally receptive to the recent and proposed changes to our executive compensation program. The Board heard the following feedback on compensation-related items and responded as noted:

Corporate Governance Feedback

In addition to the compensation focus, our discussions with stockholders also touched on corporate and ESG matters. The Board reviewed the feedback from our stockholders and responded as follows:

Set forth below is a description of certain relationships and related person transactions between Ceridian, its subsidiaries, and our directors, executive officers, or holders of more than 5% of our voting securities.

Registration Rights Agreement

On April 30, 2018, in connection with our initial public offering, we entered into a registration rights agreement with THL, Cannae, David D. Ossip, Alon Ossip (the brother of David D. Ossip), and entities controlled by each of David D. Ossip and Alon Ossip in respect of the shares of Common Stock and Exchangeable Shares held by such holder immediately following the initial public offering. This agreement provides these holders (and their permitted transferees) with the right to require us, at our expense, to register shares of our Common Stock that they hold. The agreement also provides that we will pay certain expenses of these electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act of 1933, as amended.

Policies for Approval of Related Person Transactions

Our Board has adopted a written Related Person Transactions Policy to ensure compliance with Securities and Exchange Commission (“SEC”) and NYSE rules and regulations related to related person transactions. A “related person transaction” is any transaction, arrangement or relationship, or any series of similar transactions, arrangements, or relationships, in which (i) Ceridian or any of its subsidiaries is or will be a participant, and (ii) any related person (as defined in Item 404 of Regulation S-K) has or will have a direct or indirect material interest. The Audit Committee is responsible for administering the policy, which includes reviewing all of the relevant facts and circumstances of all related person transactions that require the Audit Committee’s approval before entry into the transaction. Under the policy, the Audit Committee must either approve or disapprove of the entry into the related person transaction in accordance with all applicable SEC and NYSE rules and regulations, including Item 404 of Regulation S-K and Section 314.00 of the NYSE Listed Company Manual.

Other Transactions

We provide Dayforce and related services to certain companies that are considered related parties. The revenue from these related parties was as follows:

We are party to service agreements with certain companies that are considered related parties. Payments made to related parties were as follows:

are

Compensation Committee Report

Our Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis (“CD&A”) with Ceridian’s management. Based on this review and discussion, our Compensation Committee recommended to the Board that the CD&A be included in the 2022 Annual Report and this Proxy Statement.

Members of our Compensation Committee

Brent B. Bickett, Chair

Ronald F. Clarke

Thomas M. Hagerty

Gerald C. Throop

This CD&A focuses on how our NEOs were compensated for the period from January 1, 2022, through December 31, 2022 (“Fiscal Year 2022” or “FY 2022”), and how their FY 2022 compensation aligned with our pay for performance philosophy.

For FY 2022, Ceridian’s NEOs were as follows:

¹ Mr. Ossip was Chair and Chief Executive Officer on January 1, 2022. He remained Chair and became Co-Chief Executive Officer on February 9, 2022.

² Ms. Turner was President and Chief Operating Officer on January 1, 2022. She was appointed Co-Chief Executive Officer on February 9, 2022.

³ Mr. Armstrong was Executive Vice President, Chief Customer Officer on January 1, 2022. He was appointed Executive Vice President, Chief Operating Officer on February 23, 2022.

⁴ Mr. Holdridge was appointed Executive Vice President, Chief Customer Officer on February 23, 2022, and served in that role until he was appointed President, Customer and Revenue Operations on February 7, 2023.  

Our executive team has led our multi-year execution against five strategic growth levers, which continued to drive strong company performance in Fiscal Year 2022. We sustained meaningful revenue growth in 2022, underpinned by efficient management that drove growing Adjusted EBITDA performance.

Ceridian adopted a Co-CEO model in 2022. Leagh Turner became Co-CEO in early 2022, to drive end-to-end operations while Mr. Ossip, Chair and Co-CEO, continued to focus on product development, customer engagement, and company strategy.

FY 2022 was challenging for many publicly listed companies, particularly high growth technology companies like ours. Although our stock price faced significant macroeconomic headwinds in 2022, our Compensation Committee recognized the strong underlying performance of the business and believes management’s performance has positioned Ceridian to continue to drive stockholder value once certain macroeconomic headwinds subside.  

See Appendix A included in this Proxy Statement for information regarding non-GAAP financial measures, including a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

As part of the Board’s continuous evaluation of management’s performance and its aim to best utilize the exceptional leadership talent at its disposal, the Board made several personnel decisions that impacted our 2022 NEOs.

Leadership Changes

Appointment of Co-CEOs

In February 2022, we promoted Ms. Turner to serve in the role of Co-CEO alongside Mr. Ossip. Ms. Turner previously served as our President and Chief Operating Officer. We believed at the time that implementing a Co-CEO model would further leverage each of the unique strengths, backgrounds, and skill sets of our Co-CEOs – and we believe we have seen evidence of this in Ceridian’s performance throughout 2022. The Co-CEO model formalized a continuation of the close working relationship between Mr. Ossip and Ms. Turner, which has been instrumental in driving our growth, market leadership, strategy, and technological innovation since Ms. Turner joined Ceridian over four years ago. With this Co-CEO model, Mr. Ossip has continued to focus on product development, customer interactions, and strategy, while Ms. Turner manages all stages of the customer lifecycle and the corporate functions.

In connection with her appointment as Co-CEO, our Compensation Committee reviewed market data provided by its independent compensation consultant and approved an increase in Ms. Turner’s 2022 Targeted Direct Compensation (“TDC”) to match that of Mr. Ossip’s, resulting in a base salary increase from $655,000 to $800,000 and her annual target STI from 80% to 100% effective as of January 1, 2022. Ms. Turner and Mr. Ossip received identical LTI grants in 2022. The value of Ms. Turner’s 2022 TDC was reviewed by our Compensation Committee, with the assistance of its independent compensation consultant, and was determined to be reasonable and appropriate to compensate and incentivize Ms. Turner in her new role.

Christopher Armstrong Appointment as Chief Operating Officer

In February 2022, Mr. Armstrong was appointed Executive Vice President, Chief Operating Officer of Ceridian. In that capacity, Mr. Armstrong leads Ceridian’s global operations, focused on driving scale, efficiency, and growth. Mr. Armstrong’s 2022 TDC did not change as a result of this appointment.

Stephen Holdridge Appointment as Chief Customer Officer and subsequent promotion to President, Customer and Revenue Operations

In February 2022, Mr. Holdridge was appointed Executive Vice President, Chief Customer Officer of Ceridian. In that capacity, Mr. Holdridge oversaw the Global Customer Office and its core mission to create growing, referenceable customers for life through value delivery and best-in-class experience.

In connection with this appointment, our Compensation Committee reviewed market data provided by its independent compensation consultant and approved an increase in Mr. Holdridge’s base salary from $550,000 to $650,000 and an increase in his annual LTI grant from $1,500,000 in 2021 to $3,000,000 in 2022. The value of Mr. Holdridge’s 2022 TDC was reviewed by our Compensation Committee, with the assistance of its independent compensation consultant, and was determined to be reasonable and appropriate to compensate and incentivize Mr. Holdridge in this new role.

In February 2023, Mr. Holdridge was promoted to President, Customer and Revenue Operations of Ceridian. In that capacity, Mr. Holdridge will bring together the revenue and customer functions globally into one organization focused on driving revenue growth and a best-in-class customer experience with quantifiable value at every touchpoint.

Executive Compensation Program Goals and Considerations

Our executive compensation program is focused on motivating and retaining the high performing team that has led the development and successful execution of our strategic plan, coupled with the recruitment of other leaders who will help the business continue to grow profitably and deliver increased stockholder value. In setting the 2022 TDC of our NEOs, our Compensation Committee considered the previous strong performance of the existing executive team, along with two acute pressures impacting retention and recruitment of executive talent in 2022 – (i) the criticality of this period to Ceridian’s long-term growth and (ii) the intense demand for best in class executive-level talent such as ours that has proven records of driving growth at scale, made more acute by the broader “war for talent” that played out when the compensation decisions were made.

In light of these considerations, our Compensation Committee included several new elements in designing the executive compensation program for 2022:

Our Compensation Committee is pleased with the results of the 2022 executive compensation program. The Committee believes the program motivated the executive team to execute against short- and long-term objectives and deliver strong financial performance across Ceridian, as evidenced by Ceridian’s financial evolution over the past three years. With the above context in mind, the following section will detail the key considerations of our Compensation Committee in setting 2022 TDC.

Stockholder Feedback

At Ceridian’s 2022 Annual Meeting, holders of approximately 69.5% of Ceridian’s outstanding stock were represented and voted in favor of our Say on Pay proposal, an improvement of approximately 43.4% from the 2021 Annual Meeting results. We believe open dialogue with our stockholders in the fall of 2021 and incorporation of their feedback into our executive compensation program was instrumental in the growth of stockholder support for our compensation program at the 2022 Annual Meeting.

In 2023, the Chair of our Compensation Committee, Brent Bickett, the Chair of our Corporate Governance and Nominating Committee, Deborah Farrington, and senior management continued our robust engagement program following our 2022 Annual Meeting of Stockholders, which is described in more detail in our Stockholder Engagement section, set forth on page 27 of this Proxy Statement. While 2022 TDC was approved prior to the 2022 Annual Meeting of Stockholders and the results of the latest Say on Pay proposal, in light of our ongoing dialogue with our stockholders, our Compensation Committee has adopted the following changes for the compensation program since the publication of our 2022 Proxy Statement:

Pay for Performance Alignment

Our Compensation Committee believes that our executive compensation program should directly reflect our organization’s performance with substantial emphasis on the creation of long-term value for our stockholders. We achieve this by providing a mix of base salary, short-term, and long-term incentives with a variety of time horizons to balance our near-term and long-term strategic goals.

In 2022, 85.0% of our Co-CEO TDC, and 73.8% of our other NEO TDC was provided through long-term equity awards. By having a significant percentage of our NEO’s 2022 TDC payable in long-term equity, their 2022 TDC was subject to higher risk and longer vesting than cash compensation, further incentivizing our executive officers to focus on value creation that will benefit our stockholders in the long term.

Peer Group

In reviewing compensation for the executive officers, including the NEOs, our Compensation Committee considers several factors, including practices and policies within a relevant market for talent. Our definition of market comparisons includes companies that, like us, are high-growth, cloud-based technology and software companies. Our Compensation Committee considered market competitive data from both a Peer Group (proxy data from 15 companies), as well as a broader framework from survey data sources (Radford Global Compensation Database and Willis Towers Watson). The combination of the customized Peer Group and the various survey sources provide a holistic summary of market competitive practices that reasonably compare to our size and scale, growth profile, specific industry, and broad labor market where we compete for talent.

The following customized Peer Group was developed with assistance from Willis Towers Watson and focused on companies that have a comparable business model and are a potential source of executive talent:

Due to a range of factors, including the scope of NEO positions, tenure in role, and company-specific concerns, there is an imperfect comparability of NEO positions between companies. As such, market position served as a reference point in setting the 2022 TDC for our NEOs, rather than a formula-driven outcome.  

2022 Compensation Elements and Analysis

Ceridian’s executive compensation program contains a mix of different compensation vehicles to ensure retention and reward for company performance.

Base Salary

We provide base salary as a means to deliver a stable amount of fixed cash compensation to our executive officers, including our NEOs, for performance of their day-to-day responsibilities. The base salary of each of our executive officers, including our NEOs, is reviewed annually to determine if an adjustment is warranted or required and may be reviewed intra-year as well – such as in connection with a promotion or material change in job scope.

Details on the base salary of each NEO is provided in our summary compensation table on page 44 of this Proxy Statement.

Short-Term Incentive

Our STI programs are performance based and designed to focus and reward NEOs for performance on key annual measures. In 2022, our STI programs consisted of a Management Incentive Plan participated in by each of the NEOs and other members of senior management.

Our Compensation Committee considers several factors when setting the individual STI payout targets, including each NEO’s role and responsibilities, expected contribution to Ceridian, potential impact of each NEO’s performance on Ceridian’s performance metrics, and competitive market trends.

For the first time, we added a Sales PEPM ACV metric to our 2022 performance criteria for both our STI and LTI programs, in order to add additional emphasis on sustainable revenue growth. Our Compensation Committee set aggressive targets for this metric, and despite significant Sales PEPM ACV growth year over year, we achieved 99.3% of our threshold level, and 93.1% of our target level, respectively. Our Compensation Committee considered whether to exercise discretion and deem the threshold level achieved to reward the efforts that produced such a strong result. Doing so would have resulted in an overall payout earned of 100% for both the STI and LTI programs. However, our Compensation Committee decided that in the interest of maintaining rigor and discipline in our pay-for-performance philosophy, no discretion was provided for the Sales PEPM ACV metric for our NEOs, resulting in a total payout earned of 83.3%.

The following table shows the total payout earned under the 2022 STI for our NEOs:

Details on the STI payout amounts for each NEO is available in the summary compensation table on page 44 of this Proxy Statement.

Long-Term Incentive

Our LTI programs are performance based and designed to ensure retention of our executives. The Committee made three types of LTI equity grants to NEOs in 2022:

Our Compensation Committee believed this mix of equity grants struck the right balance between infusing the LTI program with performance-based incentive, while also remaining attractive and retentive to the executives participating in the LTI program. In 2022, the performance metrics of the PSU component of the LTI grants focused on top-line growth, profitable operations, and sales growth. It was our Compensation Committee’s belief that our executives should be incented to drive the metrics that are most important to Ceridian’s continued growth and profitability.

When grant type and quantum decisions were made in February 2022, our Compensation Committee considered the historic development and execution of Ceridian’s strategic growth plan which drove strong financial performance in the prior fiscal periods. Our Compensation Committee also considered the criticality of the current period to Ceridian’s long-term growth and the “war for talent” that was spurring intense competition for human capital.

Our Co-CEOs’ LTI in 2022 was positioned around the 50^th percentile of the peer group, which our Compensation Committee believed appropriately rewarded our Co-CEOs for their unique contributions to our high-performing business and is sufficiently retentive to keep them in their roles during this critical time of our growth. When our Compensation Committee considers LTI grants for our Co-CEOs, the committee reviews not only the grants of the CEOs of our peer group, but also the grants of the second highest paid officer in our peer group in consideration of our Co-CEO structure.

The criticality of 2022 to Ceridian’s long-term growth and the necessity to retain our in-demand leaders in the intense talent market in which we compete also drove our Compensation Committee to provide an additional, one-time cliff vesting time-based RSU grant for our non-CEO NEOs. These one-time “special” grants were in the amount of $750,000 for Ms. Heuland, and Messrs. Armstrong, Holdridge, and Korngiebel, and fully vest on June 30, 2023, subject to the individual’s continuous employment. The Committee believed the Co-CEO LTI packages were sufficiently retentive and chose to not include the Co-CEOs in this grant program.  

Our Compensation Committee certified the results of 83.3% total payout earned in 2022 under the PSU metrics. Details on the payout amounts for each NEO is available in the summary compensation table on page 44 of this Proxy Statement.

Looking ahead to 2023, in response to further stockholder feedback from our Fall 2022 stockholder listening sessions and with an eye toward continued evolution of our compensation program, our Compensation Committee approved the following measures and changes to the 2023 LTI program in February 2023:

Other Elements

We offer healthcare, insurance, retirement benefits, and paid time off for every employee at Ceridian, including our NEOs, to invest in our employees’ health and future. Benefits are substantially the same for all employees, including NEOs, based on country location. In addition, we offer select perquisites (e.g., parking benefit) to some of our executives, including our Co-CEOs.

Additional information on the employee benefits provided to our NEOs is available in the summary compensation table on page 44 of this Proxy Statement.

Global Employee Stock Purchase Plan (“GESPP”)

The GESPP provides an opportunity for eligible⁷ employees to become Ceridian stockholders and drives employee engagement. This plan provides a 15% discount on the stock purchase price with a lookback feature.

Executive Severance

Within the employment agreements of the NEOs, we provide for severance payments and benefits in the event of a qualifying termination of employment, which may include varying severance payments based on the length of service to Ceridian. The Compensation Committee believes that these arrangements are competitively reasonable and necessary to recruit and retain key executives. The material terms of these severance payments to our NEOs are described in “Potential Payments upon Termination” on page 51 of this Proxy Statement.

Compensation Governance

Compensation Committee Oversight

The Compensation Committee, comprised entirely of independent directors, reviews and approves the compensation of Ceridian’s NEOs and other executive officers and administers and makes recommendations related to equity-based compensation plans to the Board. Details of the Compensation Committee’s duties are summarized in the Board of Directors overview of this Proxy Statement (beginning on page 17) and are fully set out in the Compensation Committee’s charter which can be found under “Governance Documents” on the Corporate Governance section of our website at www.ceridian.com.

Use of an Independent Compensation Consultant

As permitted under its charter, in 2022, the Compensation Committee retained Willis Towers Watson (“WTW”) as its independent compensation consultant. WTW reports directly to the Compensation Committee and took direction from the Chair of the Compensation Committee. The Compensation Committee assessed the independence of WTW in light of the SEC and NYSE listing standards and concluded that the work of WTW did not raise any conflicts of interest, and that WTW was independent.

During the year, WTW assisted in designing and reviewing our management and director compensation programs, including developing compensation market comparisons, providing competitive program and policies information, attending Compensation Committee meetings, and providing general advice. The Compensation Committee considers the analysis and advice from WTW as well as support and insight from management when making decisions.

In 2022, WTW provided approximately $280,000 in services to the Compensation Committee. WTW also provides certain other services to Ceridian, including health and welfare benefits consulting and corporate risk and brokerage services. WTW received approximately $1,100,000 for these services in 2022. The Compensation Committee is aware of the other services provided by WTW to Ceridian but did not review or approve the provision of these services because they are of the type directly procured by management in the ordinary course of business.

Role of Management

Compensation Committee meetings have been typically attended by one or both of the Co-CEOs, the Executive Vice President, Chief Human Resources Officer, the Senior Vice President, Global Total Rewards, and the Executive Vice President, General Counsel, and Corporate Secretary. One or both of the Co-CEOs have provided recommendations on compensation for all other executive officer roles. Neither of the Co-CEOs were present when our Compensation Committee discussed the compensation of either Co-CEO.

Managing Compensation-Related Risk

In connection with their oversight of compensation-related risks, our Compensation Committee, and WTW, as our Compensation Committee’s independent compensation consultant, reviewed Ceridian’s compensation policies and practices to ensure that compensation programs do not encourage risk-taking that is reasonably likely to have a material adverse effect on us. Our Compensation Committee and WTW reviewed all compensation plans and identified those plans that are most likely to pose material risks and balanced these against our existing processes and compensation program safeguards. The review process considered mitigating features contained within our compensation plan design, which includes elements such as mix of pay, timing of payouts relative to performance periods and metrics, and goal diversification. We believe, and the results of the risk analysis concluded, that our compensation programs do not encourage risk-taking that is reasonably likely to result in a material adverse effect on Ceridian.