CDAY Ceridian HCM Holding Inc

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2023

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Ceridian HCM Holding Inc.

(Exact name of Registrant as Specified in Its Charter)

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Delaware	001-38467	46-3231686
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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3311 East Old Shakopee Road, Minneapolis, MN	‌	55425
(Address of Principal Executive Offices)	‌	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (952) 853-8100

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	‌	Trading Symbol(s)	‌	Name of each exchange on which registered
Common stock, $0.01 par value	‌	CDAY	‌	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2023, Ceridian HCM Holding Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed Jeremy R. Johnson, age 40, to serve as principal financial officer of the Company through his appointment as Executive Vice President, Chief Financial Officer of the Company, effective January 1, 2024, the first day of his employment with Ceridian HCM, Inc., a subsidiary of the Company (“Ceridian HCM”).

Since September 2021, Mr. Johnson has held the position of Chief Financial Officer for SmartRecruiters, Inc., a recruiting software company (“SmartRecruiters”). In addition to his role as Chief Financial Officer, for the period August 2022 to April 2023, Mr. Johnson also served as interim Chief Executive Officer for SmartRecruiters. Prior to that, Mr. Johnson held the position of Senior Vice President, Financial Planning & Analysis and Investor Relations at Ceridian HCM from December 2020 to August 2021. In addition, he served as Vice President, Finance from December 2016 to December 2020 at Ceridian HCM. Mr. Johnson is a certified public accountant.

In connection with his appointment, Mr. Johnson entered into an employment agreement with Ceridian HCM setting forth the terms of Mr. Johnson’s employment and compensation arrangement. Pursuant to his employment agreement, Mr. Johnson will be paid an annual base salary of $600,000, and he is eligible to participate in the Company’s variable incentive plan on the same terms as similarly situated executives and with a target annual payout based upon 60% of his annual base salary and in the Company’s other benefit programs as made available to executives of the Company. In addition, pursuant to his employment agreement and following commencement of his employment, the Board approved that Mr. Johnson will be (i) paid a one-time cash signing bonus in the amount of $250,000, and (ii) granted annual long-term equity compensation in 2024 at the same time and in the same form as other similarly situated executives with a value of $2,875,000 under the terms of the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan, as may be amended from time to time (the “2018 Plan”).

 

Mr. Johnson’s employment agreement provides that he will be eligible to participate in the Company’s long-term equity incentive plan beginning in 2024 under the 2018 Plan. Further, his employment agreement provides that if his employment is terminated without Cause or for Good Reason (as such terms are defined in his employment agreement), he will receive (i) cash payments equal to twelve months of total compensation (base salary plus incentive payment at target) in substantially equal installments, (ii) reasonable executive outplacement services, and (iii) COBRA continuation of healthcare coverage based on his termination date for up to twelve months following his termination of employment. In addition, Mr. Johnson’s employment agreement provides that if his employment is terminated due to death or Disability (as such term is defined in his employment agreement), he would receive a pro-rated portion of the variable incentive plan payment that he would have been entitled to receive for the fiscal year in which his death or Disability occurs had he remained continuously employed for the full fiscal year. Mr. Johnson’s employment agreement also includes non-compete, non-recruitment, and non-disparagement provisions.

 

The foregoing summary of the employment agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the employment agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Mr. Johnson has no family relationships that are required to be disclosed under Item 401(d) of Regulation S-K and is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

 

As a result of the appointment of Mr. Johnson as detailed above, Noémie C. Heuland will cease serving as Executive Vice President, Chief Financial Officer of the Company after December 31, 2023. To assist with Mr. Johnson’s transition, Ms. Heuland has entered into a consulting agreement with the Company and Ceridian HCM in order to provide consulting services as may be requested from time to time by the Company or Ceridian HCM at a rate not to exceed $2,300 per day for the period January 1, 2024 until March 1, 2024. The foregoing summary of the consulting agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the consulting agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On December 4, 2023, the Company issued a press release announcing Mr. Johnson’s appointment as Executive Vice President, Chief Financial Officer of the Company effective January 1, 2024, the first day of his employment with Ceridian HCM. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

 

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed or furnished as part of this report.

Exhibit No.	Description of Exhibit
10.1*+	Employment Agreement, dated December 1, 2023, between Ceridian HCM, Inc. and Jeremy R. Johnson
10.2*	Consulting Agreement, dated December 1, 2023, among Ceridian HCM Holding Inc., Ceridian HCM, Inc. and Noémie C. Heuland
99.1^	Press Release dated as of December 4, 2023
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

*Filed herewith.

^Furnished herewith.

+ Confidential portions of this exhibit have been redacted in compliance with Item 601(a)(6) of Regulation S-K.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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‌	By:	/s/ William E. McDonald
‌	Name:	William E. McDonald
‌	Title:	Executive Vice President, General Counsel and Corporate Secretary

Date: December 4, 2023

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Exhibit 10.1

EMPLOYMENT AGREEMENT

Ceridian HCM, Inc.
- and -

JEREMY JOHNSON
(“Employee”)

Date: December 1, 2023

In this Employment Agreement (the “Agreement”), unless something in the subject matter or context is inconsistent therewith, all defined terms shall have the meanings set forth below:

 

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Notwithstanding the foregoing, “Confidential Information” does not include any information which is now or subsequently becomes properly generally publicly available or in the public domain; is independently made available to Employee in good faith by a third party who has not violated a confidential relationship with Ceridian; or is required to be disclosed by law or legal process. Notwithstanding the foregoing, information which is made generally publicly available by or with the aid of Employee outside the scope of employment or contrary to the requirements of this Agreement and reasonable business practice will not be generally publicly available or in the public domain for the purposes of this Agreement.

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(a) A reduction by Ceridian HCM in Employee 's Base Salary or opportunity to earn incentive pay (as contemplated under Section 3.02 below, but for certainty subject to Ceridian HCM’s discretion as expressly set forth therein), as the same may be increased from time to time thereafter or any failure by Ceridian HCM to pay any portion of Employee’s compensation when due, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by Ceridian HCM promptly after receipt of written notice thereof given by Employee;

(b) Without replacement by plans, programs or arrangements which, taken as a whole, provide benefits to Employee at least reasonably comparable to those discontinued or adversely affected, (A) the failure by Ceridian HCM to continue in effect, any life insurance, health, accident, disability, or any other employee compensation or benefit plan, program or arrangement, in which Employee is participating; or (B) the taking of any action by Ceridian HCM that would materially and adversely affect Employee's participation or materially reduce Employee's benefits under any of such plans, programs or arrangements, in each case, other than an isolated, insubstantial and inadvertent failure or reduction not occurring in bad faith and which is remedied retroactively by Ceridian HCM promptly but in no event later than sixty (60) days after receipt of written notice thereof given by Employee;

(c) Any material breach of this Agreement by Ceridian HCM, or the failure by a successor to Ceridian to assume the provisions this Agreement, other than an isolated, insubstantial and inadvertent breach or failure not occurring in bad faith which is remedied retroactively by Ceridian HCM promptly but in no event later than sixty (60) days after receipt of written notice thereof given by Employee.

Notwithstanding anything to the contrary contained in this definition, no Good Reason shall be effective or deemed to occur, unless notice referencing the definition of Good Reason in this Agreement and including a description of the factors constituting the alleged “Good Reason” is provided in writing to the Chief Executive Officer of Ceridian HCM by Employee (or their representatives on their behalf) and Ceridian HCM fails to cure such alleged “Good Reason” within 30 days; provided that in the event Ceridian HCM terminates Employee for Cause, any failure by Employee (or their representatives on their behalf) to provide notice of an alleged “Good Reason” prior to such termination shall not prejudice Employee’s right to claim that a “Good Reason” occurred prior to such termination.

 

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3.03 Signing bonus. Employee will be entitled to a one-time signing bonus in the amount of Two Hundred Fifty Thousand Dollars ($250,000) USD (less applicable statutory withholdings as required by law), which will be paid to the Employee at the same time as the first regular payment of the Employee’s Base Salary. Employee must be employed by Ceridian HCM at the time such bonus is to be paid in order to be entitled to receive it. If Employee voluntarily terminates employment with Ceridian (other than for Good Reason), or Ceridian terminates the Employee’s employment for Cause (as defined by Article 4.01 hereof) at any time within 2 years from the Employee’s Start Date, the Employee will be required to repay Ceridian the amount of this signing bonus, pro-rated based on the number of completed years worked less than 2 (i.e. if Employee resigns after completing one year of work, Employee will be required to pay one-half (1/2) of the signing bonus). Employee hereby expressly authorizes Ceridian to deduct amounts owing hereunder from any amounts owing to Employee on termination, to the extent permitted by state and federal law.

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Terms and conditions of the grant will be detailed in the applicable awards agreement(s).

All equity grants contemplated under Sections 3.06 and 3.07 shall be provided subject to and in conformity with the provisions of the Ceridian HCM Holding Inc. 2018 Equity Incentive Plan, as the same may be amended from time to time (the “2018 EIP”) (and / or such other agreements as may be required by Ceridian HCM Holding) to be entered into between Employee and Ceridian HCM Holding.

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Ceridian HCM shall, at no cost to the Employee, at all times include the Employee, during the Term and for so long thereafter as the Employee may be subject to any such claim, as an insured under any directors’ and officers’ liability insurance policy maintained by Ceridian HCM, which policy shall provide such coverage in such amounts as the Board of Directors of Ceridian HCM shall deem appropriate for coverage of all directors and officers of Ceridian HCM.

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NON-COMPETITION, NON-RECRUITMENT, NON-DISPARAGEMENT

7.01 General. The parties hereto recognize and agree that (a) Employee is a senior employee of Ceridian, (b) Employee has received, and will in the future receive substantial amounts of Confidential Information (c) Ceridian’s business is conducted on a worldwide basis and, (d) provision for non-competition, non-recruitment and non-disparagement obligations by Employee is critical to Ceridian’s continued economic well-being and protection of Ceridian’s Confidential Information. In light of these considerations, this ARTICLE 7 sets forth the terms and conditions of this Employees obligations of non-competition, non-recruitment and non-disparagement subsequent to the termination of this Agreement and/or Employee’s employment for any reason.

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7.02 Non-competition. During the terms of this Agreement, Employee will devote full time and energy to furthering Ceridian’s business and will not pursue any other business activity without Ceridian’s written consent. Unless the obligation is waived or limited by Ceridian in accordance this Section 7.02, Employee agrees that during his or her employment and for a period of time, as defined in Section 8.15, (“Restrictive Period”) following termination of employment with Ceridian for any reason, Employee will not directly or indirectly, alone or as a partner, officer, director, shareholder or an employee, engage in any commercial activity on behalf of the following specified competitors of Ceridian (and/ or their respective affiliates or subsidiaries), having acknowledged that all such entities provide products or services or are otherwise engaged in a competitive business with the business carried out by Ceridian: Workday, Inc., Automatic Data Processing, Inc/ADP, LLC., Ultimate Kronos Group, Paycom Software Inc., SAP SE, Oracle Corporation and Paylocity Corporation, in competition with Ceridian’s business as conducted as of the date of such termination of employment, in North America. For purposes of this subsection, “shareholder” shall not include beneficial ownership of less than five percent (5%) of the combined voting power of all issued and outstanding voting securities of a publicly held corporation whose stock is traded on a major stock exchange. For the avoidance of doubt “Ceridian’s business” as used herein shall include business conducted by any Ceridian Affiliate and any partnership or joint venture in which Ceridian or its Affiliates is a partner or join venture, including in particular the provision of human capital management software and services. Ceridian acknowledges that some of the entities listed in this section 7.02 as competitors may also have now (or in the future) separate lines of business, parts of their business, or specific jobs that are wholly unrelated to Ceridian’s business and do not compete in any meaningful way with Ceridian. It is not Ceridian’s intention for the restriction contained in this section 7.02 to include such unrelated lines of business, parts of businesses or jobs within the entities listed in this section.

7.03 Non-Recruitment. During the term of employment and for a Restrictive Period following termination of employment for any reason, Employee will not directly or indirectly:

(a) hire any of Ceridian’s employees, or solicit any of Ceridian’s employees for the purpose of hiring them or inducing them to leave their employment with Ceridian, nor will Employee own, manage, operate, join, control, consult with, participate in the ownership, management, operation or control of, be employed by or be connected in any manner with any person or entity which engages in the conduct prescribed in this Section 7.03(a). This provision shall not preclude Employee from responding to a request (other than by Employee’s employer) for a reference with respect to an individual’s employment qualifications; or

(b) in connection with a business which competes with Ceridian’s business (as defined in 7.02), solicit or endeavour to entice away from Ceridian, or any of its affiliates, any customers or prospective customers of Ceridian, or who were in such position at any time during the immediately preceding twelve (12) month period of the Employee’s employment prior to termination thereof, with the purpose or effect of reducing the business of any customers or prospective customers, with Ceridian or any of its subsidiaries or affiliates.

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7.04 Non-Disparagement. Employee will not, during the term or after the termination or expiration of this Agreement or Employee’s employment, make disparaging statements, in any form, about Ceridian, its officers, directors, agents, employees, products or services which Employee knows, or has reason to believe, are false or misleading.

7.05 Survival and Enforceability. Without limiting the generality of Section 8.03, the obligations of this ARTICLE 7 shall survive the termination or expiration of this Agreement and Employee’s employment. Should any provisions of this ARTICLE 7 be held invalid or illegal, such illegality shall not invalidate the whole of this ARTICLE 7 or the agreement, but, rather, ARTICLE 7 shall be construed as if it did not contain the illegal part or narrowed to permit its enforcement, and the rights and obligations of the parties shall be construed and enforced accordingly. In furtherance of and not in limitation of the foregoing, Employee expressly agrees that should the duration of or geographical extent of, or business activities covered by, any provision of this ARTICLE 7 be in excess of that which is valid or enforceable under applicable law, then such provisions should shall be construed to cover only that duration, extent or activities that may validly be covered. Employee acknowledges the uncertainty of the law in this respect and expressly stipulates that this ARTICLE 7 shall be construed in a manner that renders its provisions valid and enforceable to the maximum extent (not exceeding its expressed terms) possible under applicable law. This ARTICLE 7 does not replace and is in addition to any other agreements Employee may have with Ceridian on the matters addressed herein.

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The Restrictive Period is 12 months. At its sole option, Ceridian may, by written notice to Executive at any time within the Restrictive Period, waive or limit the time and/or terms of the restriction.

 

[Remainder of Page Left Intentionally Blank]

 

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IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

 

CERIDIAN HCM, INC.

 

Per:/s/ Susan Tohyama

Name: Susan Tohyama

Title: Chief Human Resources Officer

 

Ceridian HCM, Inc.
Attn: Legal Department
3311 East Old Shakopee Road
Bloomington, MN 55425

 

 

 

EMPLOYEE

 

/s/ Jeremy Johnson

Jeremy Johnson

[Address Omitted]

 

 

 

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Appendix A

 

 

The EVP, Chief Financial Officer is responsible for developing the organization’s overall financial policies. Provides strategic direction of all financial functions including accounting, budget, credit, insurance, tax and treasury. Ensures that proper financial controls are in place and that financial transactions support the overall business strategy while conforming with applicable laws and regulations.

 

 

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Appendix B

 

 

Privacy Guidelines & Pledge of Confidentiality

 

As an employee of Ceridian HCM, Inc. or one of its affiliates (collectively “Ceridian”), you will be in a position of trust and confidence, and will have access to and become familiar with Confidential Information (as that term is defined in the Employment Agreement to which this Appendix is attached) used by or in possession of Ceridian. The unauthorized disclosure to or unauthorized use by third parties of any Confidential Information, or your unauthorized use of such information, could seriously harm Ceridian’s business and cause monetary loss that would be difficult, if not impossible, to measure.

 

Ceridian is sensitive to the necessity of maintaining the confidentiality of Confidential Information. Ceridian recognizes both the inherent right to privacy of every individual and its obligation to preserve the confidentiality of Confidential Information kept in its files. Ceridian is also aware of the concerns about individual privacy and perceived possible abuses of Confidential Information kept in automated data banks and other forms. Ceridian has, therefore, established privacy guidelines to ensure the protection, to the best of Ceridian’s ability, of all Confidential Information in its possession, in whatever form it is kept, whether it be an automated data bank, manual (or paper) file, microfiche or any other form. Accordingly, all Confidential Information in the possession of Ceridian, whether from clients or from Ceridian’s own employees or contractors, must be handled and protected in accordance with the following principles:

1. The independent consideration which you shall be entitled to receive in consideration of agreeing to the terms of this document, shall consist of employment by Ceridian in accordance with Ceridian’s written offer of employment. You acknowledge that the foregoing independent consideration consists of real, bargained-for benefits to which you would have no entitlement but for your agreement to be bound by the terms set forth in this document. You further acknowledge that you were not entitled to receive the foregoing independent consideration prior to agreeing to the terms of this document. The terms of this document shall and do form an integral part of the terms of your employment with Ceridian, and shall be considered incorporated into the terms of your offer of employment and / or employment agreement with Ceridian.

 

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2. You acknowledge Ceridian’s representation that it has taken and intends to take reasonable measures to preserve the secrecy of its Confidential Information, including, but not limited to, requiring you to agree to the terms of this document, as a condition of and part of the terms of your employment with Ceridian. You will hold all Confidential Information in the strictest confidence, and will not directly or indirectly copy, reproduce, disclose or divulge, or permit access to or use of, or obtain any benefit from, the Confidential Information or directly or indirectly use the Confidential Information other than as (a) as reasonably required to perform your duties as an employee of Ceridian, or (b) in the reasonable conduct of the business and your role within the business. For greater certainty, you shall not use the Confidential Information directly or indirectly in any business other than the business of Ceridian, without the prior written consent of Ceridian. Confidential Information is the exclusive property of Ceridian or its Clients (as the case may be), and you will not divulge any Confidential Information to any person except to Ceridian’s qualified employees or advisers or other third parties with whom Ceridian has confidential business relations, and you will not, at any time, use Confidential Information for any purpose whatsoever, except as required to perform your duties as an employee of Ceridian or in the reasonable conduct of the business or your role within the business. Without limiting the generality of the foregoing, you acknowledge and agree that Confidential Information received from a Client is to be used only for the purposes intended by the Client when entering into an agreement with Ceridian, and will not be used for any other purpose. Confidential Information will only be kept for the limited period of time necessary for Ceridian to fulfil its obligations. Regardless of the reason for termination of your employment (and whether or not you or Ceridian terminate the employment relationship): (a) you will not after the term of your employment, disclose Confidential Information which you may learn or acquire during your employment to any other person or entity or use any Confidential Information for your own benefit or for the benefit of another; and (b) you will immediately deliver to Ceridian all property and Confidential Information in your possession or control which belong to Ceridian.

3. You acknowledge that your breach of the terms of this document may cause irreparable harm to Ceridian and that such harm may not be compensable entirely with monetary damages. If you violate the terms of this document, Ceridian may seek injunctive relief or any other remedy allowed at law, in equity, or under the terms of this agreement. In connection with any suit by Ceridian hereunder, Ceridian shall be entitled to an accounting, and to the repayment of all profits, compensation, commissions, fees or other remuneration which you have realized, as a result of the violation of the terms of this agreement which is the subject of the suit. In addition to the foregoing, Ceridian shall be entitled to collect from you any reasonable attorney’s fees and costs incurred by Ceridian in bringing any successful action against you or in otherwise successfully enforcing the terms hereof against you. You acknowledge and agree that nothing herein shall affect Ceridian’s rights to bring an action in a court of law for any legal claim against any third party who aids you in violating the terms of this agreement or who benefits in any way from your violation hereof.

4. You understand and agree that the terms of this document shall apply no matter when, how or why your employment terminates and regardless whether the termination is voluntary or involuntary, and that the terms shall survive the termination of your employment.

5. If any one or more of the terms of this document are deemed to be invalid or unenforceable by a court of law, the validity, enforceability and legality of the remaining provisions will not, in any way, be affected by or impaired thereby; and, notwithstanding the foregoing, all provisions hereof shall be enforced to the extent that is reasonable.

6. Ceridian’s decision to refrain from enforcing a breach of any term of this document will not prevent Ceridian from enforcing the terms hereof as to any other breach that Ceridian discovers and shall not operate as a waiver against any future enforcement of any part of this document, any other agreement with you or any other agreement with any other employee of Ceridian.

 

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7. You hereby represent and agree with Ceridian that: (a) you are not bound or restricted by a non-competition agreement, a confidentiality or non-disclosure agreement, or any other agreement with a former employer or other third party, which would conflict with the terms of this offer; and (b) you will not use any trade secrets or other intellectual property belonging to any third party while performing services for Ceridian; and (c) you are of legal age, under no legal disability, have full legal authority to enter into this agreement and have had a reasonable and adequate opportunity to consult with independent counsel regarding the effect of this document, the sufficiency of the independent consideration provided to you, and the reasonableness of the restrictions set forth herein.

 

Ceridian employs a Privacy Officer who is charged with ensuring that Ceridian complies with all privacy-related obligations imposed by statute or contract. Any questions regarding the collection, use, access, disclosure, retention or destruction of Confidential Information should be directed to the Privacy Officer.

 

Adherence to the guidelines set out above is a requirement for continued employment with Ceridian. Material breaches of these guidelines may result in discipline up to and including dismissal, or in the case of contractors, cancellation of your contract with Ceridian.

 

 

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Appendix C

 

Intellectual Property Agreement

 

In consideration of Ceridian HCM, Inc. or one of its affiliates (collectively “Ceridian”) offering me employment, I hereby expressly acknowledge and agree as follows:

 

 

 

 

 

 

 

 

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Exhibit 10.2

CONSULTING AGREEMENT
 

 

BETWEEN:

CERIDIAN HCM, INC.
(hereinafter “Ceridian HCM”) and
CERIDIAN HCM HOLDING INC. (“Ceridian Holding”)
 

- and -

NOEMIE C. HEULAND
(hereinafter “Heuland”)

WHEREAS:

A. Ceridian HCM and Ceridian Holding are corporations incorporated pursuant to the laws of Delaware, carrying on the business of providing human capital management software and services, and Heuland is currently Ceridian’s Chief Financial Officer;

B. Ceridian Holding is the parent company of Ceridian HCM;

C. Heuland has resigned her employment with Ceridian HCM effective the Employment Separation Date, and Heuland will continue providing Consulting Services for a period of time following the Employment Separation Date without interruption in “service”, as such term is defined in the 2018 Plan, all on and subject to the terms as set forth herein.

THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained to be performed, the parties agree as follows:

1.01 As used in this Agreement:

 

1

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Exhibit 10.2

 

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Exhibit 10.2

However, and for the avoidance of doubt, in the event Heuland breaches any material term of this Agreement (including without limitation, her obligations as set forth in Section 3.05 or 4), then in addition to any other rights or remedies Ceridian may have at law or in equity, the Consulting Services shall automatically terminate, this Section 3 shall become null and void, all Restricted Stock Units will be handled solely in accordance with the original terms of the Plan, as applicable, and the agreements governing such Restricted Stock Units and underlying shares and any Restricted Stock Units which may have vested during the Consulting Term shall immediately be forfeited.

 

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Exhibit 10.2

Ceridian Code of Conduct
Privacy Statement
Security Standards / Requirements
Expense Policy

At all times Heuland shall act bona fide and in the best interests of Ceridian and the Customers.

Without limiting the generality of the term, “cause” includes breach of Ceridian’s Code of Conduct or any term of this Agreement, including without limitation, dishonesty, use of illegal drugs, conviction for a criminal offense. For the avoidance of doubt, to the extent Ceridian is able to show cause, Heuland shall be considered to have breached the Agreement for the purposes of Section 3.02. The Consulting Services shall also terminate without notice in case of the death of Heuland, or by reason of illness or accident whereby Heuland is incapable of carrying out the terms and conditions of this Agreement for one (1) month, or upon the bankruptcy of either party.

 

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Exhibit 10.2

 

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Exhibit 10.2

Heuland is hereby notified, pursuant to the federal Defend Trade Secrets Act of 2016 (“DTSA”), that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or where the disclosure of a trade secret is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, Heuland is hereby notified under the DTSA that if an individual files a lawsuit for retaliation by an employer for reporting a suspected violation of law, the individual may disclose a trade secret to her or her attorney and use the trade secret information in the court proceeding if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.

 

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Exhibit 10.2

 

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Exhibit 10.2

IN WITNESS WHEREOF this Agreement has been duly executed by the parties as set forth below.

 

		CERIDIAN HCM, INC.   Per: /s/ Susan Tohyama Name: Susan Tohyama Title: EVP, CHRO Date: December 1, 2023 I have the authority to bind the company
		CERIDIAN HCM HOLDING INC.   Per: /s/ Susan Tohyama Name: Susan Tohyama Title: EVP, CHRO Date: December 1, 2023 I have the authority to bind the company
/s/ Brian Goldberg Witness Signature Print Name: Brian Goldberg Date: December 1, 2023	))))	/s/ Noemie Heuland  Noemie Heuland

 

 

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Exhibit 99.1

 

Ceridian Announces New Executive Leadership Hires for Finance, Strategy

 

Jeremy Johnson appointed EVP, Chief Financial Officer, and Justine Janssen appointed EVP, Chief Strategy Officer

 

Toronto, ON, and Minneapolis, MN, December 4, 2023 – Ceridian HCM Holding Inc. (Ceridian) (NYSE: CDAY; TSX: CDAY), a global leader in human capital management (HCM), today announced the appointments of Jeremy Johnson as Executive Vice President and Chief Financial Officer (CFO), effective January 1, 2024, and Justine Janssen as Executive Vice President and Chief Strategy Officer (CSO), effective immediately. Johnson and Janssen are both former Ceridian executives, returning in new roles to strengthen Ceridian’s executive leadership team and enable continued growth and innovation. Both roles report directly into David Ossip, Chair and Chief Executive Officer.

 

“Jeremy and Justine’s return to Ceridian, both in critical growth roles, will help us further realize our vision as a global HCM leader, innovator, and disruptor,” said Ossip. “Widely respected and accomplished leaders, Justine and Jeremy will continue to build on our rock-solid foundation, elevating the already strong work of our people and supporting Ceridian’s growth, business targets, and customer needs.”

 

As CFO, Johnson will be responsible for the global finance functions, including accounting and financial reporting, financial planning & analysis, tax, treasury, cash management, payroll trust operations, facilities, financial operations, and investor relations. Most recently, Johnson served as CFO at SmartRecruiters, Inc., where he also served as interim CEO for the period of August 2022 to April 2023. Previously, he spent nearly a decade within Ceridian’s finance team. Johnson joins Ceridian on January 1, 2024.

 

“Returning to Ceridian as CFO is incredibly meaningful to me, especially at such a critical time in Ceridian’s story as it sets out to realize its future as Dayforce,” said Johnson. “I look forward to helping Ceridian advance its strategic vision and deepen customer and stockholder value as we embark on the next stage of our growth journey.”

 

As CSO, Janssen will help realize Ceridian’s strategic goals and transformation initiatives, aligning them with the company’s vision, core objectives, and supporting its continued growth. Janssen, who joins Ceridian on December 4, 2023, has previously served in leadership positions at Ceridian, including managing large-scale transformation initiatives and leading organizational strategy.

 

“I’m thrilled to rejoin Ceridian as CSO to build on the impressive work that’s been done to help fuel the organization’s momentum in market and future growth,” said Janssen. “Rejoining Ceridian at such a promising time in its transformation is tremendously exciting, and I look forward to partnering with teams across Ceridian to help our company and customers reach their full potential.”

 

About Jeremy Johnson

 

At SmartRecruiters, Inc., Johnson spent more than two years leading the global finance function, as well as legal and privacy, and served as interim CEO for a period. Prior to that, Jeremy was the SVP of Financial Planning & Analysis and Investor Relations at Ceridian where he scaled the finance function through a period of rapid growth and led finance teams through the company’s Initial Public Offering (IPO) on the Toronto and New York Stock Exchanges in 2018. Previously, he held a variety of finance, accounting, and audit positions at Capella Education Company and KPMG. Jeremy is a Certified Public Accountant, and has a Masters in Accounting, with a specialty in Financial Reporting from Michigan State University.

 

Johnson will succeed Noémie Heuland who, as previously announced, will cease serving as Ceridian’s CFO after December 31, 2023. With Johnson’s assumption of the CFO role, Heuland will move into a senior advisory role to support a smooth transition.

 

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About Justine Janssen

 

Janssen joined Ceridian in 2012, when Dayforce Corporation was acquired, and held diverse leadership positions prior to her departure in 2021. During her tenure at Ceridian, she was instrumental in leading the company through its IPO on the Toronto and New York Stock Exchanges, and setting a foundation for global growth and scale. Janssen has been recognized for her leadership as one of Canada’s Top 40 Under 40, one of Canada’s Top 100 Most Powerful Women, one of the Top 25 Canadian Women in Tech, and as a Woman of Excellence for Achievement in Business. She volunteers with the boards of her local hospital and the Canadian Career Apprenticeship Initiative. Janssen is a graduate of the Ivey Business School at Western University.

 

About Ceridian
Ceridian. Makes Work Life Better™.
Ceridian HCM Holding Inc. is a global human capital management software company. Dayforce, our flagship cloud HCM platform, provides human resources, payroll, benefits, workforce management, and talent management functionality. Our platform is used to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing people. Ceridian has solutions for organizations of all sizes. Visit Ceridian.com or follow us at www.twitter.com/ceridian.

 

Forward-Looking Statement

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release should be read in conjunction with the risks detailed in the “Cautionary Note Regarding Forward-Looking Information,” “Forward-Looking Statement”, “Risk Factors” and other sections of Ceridian’s Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and other filings with the Securities and Exchange Commission.

Media Contact:
Teri Murphy
1-647-417-2117
Teri.Murphy@Ceridian.com

 

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