Corporate Governance

Mr. Ossip is our Chairman and Chief Executive Officer, positions he has held since August 2015 and July 2013, respectively. Mr. Ossip joined the Company following of the Company’s acquisition of Dayforce Corporation in 2012, where he held the position of chief executive officer. Mr. Ossip is currently a director for Ossip Consulting Inc. and OSDAC Corp. We believe that Mr. Ossip’s managerial and strategic expertise along with his deep knowledge of our industry make him well qualified to serve as a director.

• Chairman of the Board

Mr. Bickett has served as a director since November 2007. Mr. Bickett is currently the president of Cannae, a position he has held since June 2012. He also holds the position of executive vice president of corporate strategy at FNF, which he joined in January 1999. Mr. Bickett currently serves as a director of American Blue Ribbon Holdings, LLC, and Colt Holdings, LLC. He previously served as a director for Digital Insurance, Inc., J. Alexander’s Holdings, Inc., Old Remco Holdings, L.L.C., and Remy International, Inc. We believe that Mr. Bickett’s extensive investment, management, transaction, and corporate strategy expertise make him well qualified to serve as a director.

• Chair of the Nominating and Governance Committee

Ronald F. Clarke has been the chief executive officer of FleetCor Technologies, Inc., a global provider of commercial payment solutions, since August 2000, and was appointed chairman of the Board of Directors in March 2003. From 1999 to 2000, Mr. Clarke served as president and chief operating officer of AHL Services, Inc., a staffing firm. From 1990 to 1998, Mr. Clarke served as chief marketing officer and later as a division president with Automatic Data Processing, Inc., a computer services company. From 1987 to 1990, Mr. Clarke was a principal with Booz Allen Hamilton, a global management consulting firm. Earlier in his career, Mr. Clarke was a marketing manager for General Electric Company, a diversified technology, media, and financial services corporation.

• Member of Compensation Committee

Mr. Foley has served as a director since September 2013. Mr. Foley currently holds the position of executive chairman at Black Knight, Inc., a position he has held since December 2014. He is also the managing partner at both RC Phase II Development, Ltd. and Rock Creek Cattle Company, LLC. In addition, Mr. Foley also serves as a director for Fidelity Information Services, Inc., Fidelity Newport Holdings, LLC, FNF, Foley Family Charitable Foundation, Foley Family Wine Holdings, Inc., Glacier Restaurant Group, LLC, Winter Sports, Inc., Epic Wines & Spirits, Inc., CF Capital Partners, and Black Knight Sports and Entertainment LLC. He previously served as a director for Cascade Timberlands, LLC and Remy International, Inc. We believe that Mr. Foley’s depth and expertise in managing and, as a member of the board of directors, leading a variety of businesses across many industries make him well qualified to serve as a director.

• Member of the Compensation Committee

Mr. Hagerty has served as a director since November 2007. Mr. Hagerty has also served as a director of FNF since 2005. In addition, Mr. Hagerty is a managing director of THL, which he joined in 1988. He also serves as a director of Black Knight, Inc., FleetCor Technologies Inc., Fidelity National Information Services, Inc., and ServiceLink Holdings, LLC. He previously served as a director for MoneyGram International, Inc., and First Bancorp. We believe that Mr. Hagerty’s managerial and strategic expertise working with large growth-oriented companies as a managing director of THL, and his experience in enhancing value at such companies, along with his expertise in corporate finance make him well qualified to serve as a director.

• Chair of the Compensation Committee

Mr. Rao has served as a director since November 2007. Mr. Rao is a managing director of THL, which he joined in 2000. Prior to joining THL, Mr. Rao worked at Morgan Stanley & Co. Incorporated in the mergers & acquisitions department. He is currently a director of Black Knight, Inc., MoneyGram International, Inc., Prime Risk Partners Inc., Ten-X, LLC, ServiceLink Holdings, LLC., and Hightower Advisors, LLC. He formerly served as a director for Nielsen Holdings N.V. We believe that Mr. Rao’s managerial and strategic expertise working with large growth-oriented companies as a managing director of THL and his experience enhancing value at such companies make him well-qualified to serve as a director.

• Member of the Audit Committee
• Member of the Compensation Committee

Ms. Rosen has served as a director since July 2018. Ms. Rosen has been a corporate director since 2006. Ms. Rosen currently serves on the boards of directors of Emera Inc. (2007 to present) and Manulife Financial Corporation (2011 to present). On the board of directors of Emera, Ms. Rosen has served as chair of their Audit Committee since 2008. On the board of directors of Manulife, Ms. Rosen has served on their Audit Committee since 2011 and as chair of their Corporate Governance and Nominating Committee since May 2018. Ms. Rosen was vice chair of TD Bank Financial Group and president of TD Canada Trust from 2002 to 2005. Previously, she was executive vice president of TD Commercial Banking and vice chair of TD Securities.

• Member of Audit Committee

Mr. Throop has served as a director since April 2018. Mr. Throop currently serves as a director of NASDAQ Canada Inc., a wholly-owned subsidiary of NASDAQ Stock Market Inc.. Since 2011, Mr. Throop has worked independently as a private equity investor, director, and advisor to early stage companies. Prior to 2011, he spent 17 years in executive leadership positions in the securities and banking industry, including the position of executive vice president, managing director, and head of equities for both National Bank of Canada and Merrill Lynch Canada. Mr. Throop has served as either a member of the Board of Directors or the Chief Financial Officer of several companies that were Toronto Stock Exchange listed at the time of his service, including Workbrain Corporation, Toronto Stock Exchange, Call-Net Enterprises/Sprint Canada Inc., and Tie Telecommunications Canada Limited. Mr. Throop is a Chartered Public Accountant.

• Chair of the Audit
• Member of the Nominating and Governance Committee