Automatic Data Processing Inc DEF 14A, filed Sep 24, 2026

About this DEF 14A

Automatic Data Processing Inc (ADP)

DEF 14A 2026-09-24 For: 2026-11-11

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Added on September 24, 2026

Highlights

$21.9 billion
in revenue

Over
1.1 million
clients globally

Over
42 million
workers paid across
140+ countries
and territories

Employer Services
new business bookings
increased
6% to a new
record of
$2.2 billion
and worldwide new
business bookings
increased 5.6%

10%
earnings per share growth
to $10.94 for the year

Strong Employer Services
client retention of
92.1%

Reached new,
all-time high
company-
wide client
satisfaction
levels

Automatic Data Processing Inc filed this DEF 14A on September 24, 2026.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

1.	Elect a board of directors;
2.	Hold an advisory vote on executive compensation;
3.	Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2027; and
4.	Transact any other business that may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

2026 Proxy Statement Summary	i

Questions and Answers About the Annual Meeting and Voting	1
PROPOSAL 1	6
Election of Directors
Stockholder Approval Required	15
Corporate Governance	16
Board Leadership Structure	16
Board Composition and Director Succession Planning	17
Director Nomination Process	17
Director Orientation and Continuing Education	18
Director Overboarding Policy and Time Commitments	18
Retirement Policy	18
Committees of the Board of Directors	19
Audit Committee	20
Nominating/Corporate Governance Committee	20
Compensation and Management Development Committee	21
Corporate Development and Technology Committee	21
The Board’s Role in Risk Oversight	22
The Board’s Role in Strategy Oversight	26
The Board’s Role in Human Capital Management and Talent Development	26
Corporate Social Responsibility at ADP	27
Communications with All Interested Parties	28
Transactions with Related Persons	28
Insider Trading Policy	29
Availability of Corporate Governance Documents	29
Compensation Committee Interlocks and Insider Participation	29

Compensation of Non-Employee Directors	30
Director Compensation Table for Fiscal Year 2026	32

Security Ownership of Certain Beneficial Owners and Management	33
Equity Compensation Plan Information	35

PROPOSAL 2	36
Advisory Vote on Executive Compensation
Stockholder Approval Required	36
Compensation Discussion and Analysis	37
Executive Summary	37
Compensation Principles	44
Cash Compensation	47
Long-Term Incentive Compensation Programs	49
Other Compensation Components and Considerations	53

Compensation and Management Development Committee Report	56

Compensation of Executive Officers	57
Summary Compensation Table for Fiscal Year 2026	57
All Other Compensation for Fiscal Year 2026	58
Grants of Plan-Based Awards Table for Fiscal Year 2026	59
Restricted Stock Units/Performance Stock Units	60
Stock Options	61
Outstanding Equity Awards for Fiscal Year-End 2026	62
Outstanding Equity Vesting Schedule for Fiscal Year-End 2026	63
Option Exercises and Stock Vested Table for Fiscal Year 2026	65
Pension Benefits for Fiscal Year 2026	66
Automatic Data Processing, Inc. Pension Retirement Plan	66
Supplemental Officers Retirement Plan	67
Deferred Compensation Program	67
Executive Retirement Plan	68
Retirement and Savings Restoration Plan	68
Non-Qualified Deferred Compensation for Fiscal Year 2026	69

	By order of the Board of Directors

	DOROTHY WISNIOWSKI Secretary

Potential Payments to Named Executive Officers Upon Termination or Change in Control	70
Change in Control Severance Plan for Corporate Officers	70
Corporate Officer Severance Plan	71
Health Coverage	72
Deferred Compensation	72
Termination and Change in Control Tables	72
Potential Payments Upon Termination or Change in Control for Maria Black	72
Potential Payments Upon Termination or Change in Control for Peter J. Hadley	73
Potential Payments Upon Termination or Change in Control for Michael A. Bonarti	73
Potential Payments Upon Termination or Change in Control for Joseph DeSilva	74
Potential Payments Upon Termination or Change in Control for Sreeni Kutam	74

CEO Pay Ratio	75

Pay Versus Performance	76

Audit Committee Report	80

Independent Registered Public Accounting Firm’s Fees	82
PROPOSAL 3	84
Appointment of Independent Registered Public Accounting Firm
Stockholder Approval Required	84
Stockholder Proposals and Nominations	85

Electronic Delivery of Future Stockholder Communications	87

Appendix A: Reconciliation of GAAP and Non-GAAP Information	A-1

	Frequently Requested Topics
	Key Governance Practices	x
	Board Skills & Experience	8
	Board’s Role in Risk Oversight	22
	Board’s Role in Strategy Oversight	26
	Compensation Discussion and Analysis	37
	Key Executive Compensation Practices	43
	Summary Compensation Table	57

		Time and Date 10:00 a.m. Eastern Standard Time, November 11, 2026
		Live Webcast www.virtualshareholdermeeting.com/ADP2026
		Record Date Stockholders of record at the close of business on September 14, 2026 are entitled to vote at the virtual meeting or by proxy.
		Admission The Annual Meeting will be a virtual meeting conducted on the following website: www.virtualshareholdermeeting.com/ADP2026
		To participate in the virtual meeting, you will need the 16-digit control number that is printed in the blue box on your Notice of Internet Availability of Proxy Materials or in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials). If your shares are held in the name of a bank, brokerage firm or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting. We recommend that you log in 15 minutes before the start of the 2026 Annual Meeting to ensure sufficient time to complete the check-in procedures.
		Proxy Materials Under rules adopted by the Securities and Exchange Commission (“SEC”), we are furnishing proxy materials to our stockholders primarily via the Internet instead of mailing printed copies of those materials to each stockholder.
		On September 24, 2026, we commenced the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials. Our proxy materials were mailed to those stockholders who have previously asked to receive paper copies. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.
		How to Vote The Notice of Internet Availability of Proxy Materials instructs you on how to vote through the Internet.
		If you receive a paper copy of the proxy materials, you may also vote your shares by telephone or by completing, signing, dating and returning the accompanying printed proxy in the enclosed envelope, which requires no postage if mailed in the United States.

Proposal		Board Recommendation		Page Reference for More Detail

1	Election of directors		FOR Each Nominee	6


2	Advisory resolution to approve compensation of named executive officers		FOR	36


3	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2027		FOR	84

		Director Since			Committee Memberships
Name	Age	Director Since	Principal Occupation	Independent	AC	CMDC	NCGC	CDTC
Peter Bisson	69	2015	Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company					Chair
Maria Black	52	2023	President and Chief Executive Officer of Automatic Data Processing, Inc.
Linnie M. Haynesworth	69	2020	Retired Sector Vice President and General Manager of Northrop Grumman Corporation
Francine S. Katsoudas	56	2019	Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc.
Nazzic S. Keene⁽¹⁾	65	2020	Former Chief Executive Officer of Science Applications International Corporation				Chair
David W. Kenny	64	New	Former Chief Executive Officer and Executive Chairman of Nielsen
Karen S. Lynch	63	2025	Former President and Chief Executive Officer of CVS Health Corporation
Thomas J. Lynch (Non-Executive Chair)	71	2018	Former Chairman and Chief Executive Officer of TE Connectivity Ltd.
Nancy McKinstry	67	New	Former Chief Executive Officer and Chair of the Executive Board of Wolters Kluwer N.V.
Scott F. Powers	67	2018	Former President and Chief Executive Officer of State Street Global Advisors			Chair
Carlos A. Rodriguez	62	2011	Former Executive Chair and Chief Executive Officer of Automatic Data Processing, Inc.
Robert H. Swan	66	2025	Operating Partner at Andreessen Horowitz
Sandra S. Wijnberg	70	2016	Former Executive Advisor, Partner and Chief Administrative Officer of Aquiline Holdings		Chair,

We believe our board composition strikes a balanced approach to director tenure and allows the board to benefit from a mix of newer directors who bring fresh insights and seasoned directors who bring continuity and a deep understanding of ADP. We believe this mix supports both innovation and stability in guiding our complex business. Average Tenure of 5.5 Years (Independent Director Nominees)			Director Nominee Highlights
			11 of our 13 director nominees are independent
			54% are women
			23% are racially or ethnically diverse
			Average age of 65 years as of our 2026 Annual Meeting

Our Strategic Priorities

Lead with best-in-class	Provide unmatched	Benefit our clients with our
HCM Technology	Expertise and Outsourcing	Global Scale



		Table of Contents

	Strategic Execution

		Continued to lead with best-in-class HCM technology by embedding AI into the very core of how we orchestrate, govern and execute HR and pay processes. We have increasingly embedded ADP Assist throughout our products, delivering meaningful time savings and improved accuracy for our clients. We steadily expanded the availability of ADP Assist agents across our payroll, benefits, HR, and compliance solutions, making AI-powered HCM agents accessible to nearly all of our more than 1.1 million clients. We also further expanded our AI ecosystem with the launch of a dedicated space within ADP Marketplace for carefully selected AI agents from our partner companies, with all agents aligned with ADP’s principles on safe and responsible AI.
		Continued to lean into our unmatched expertise by pairing AI-driven efficiency with expert human judgment across our sales, service, and research and development functions to improve the client experience and drive internal productivity gains. Our AI-infused platform, The Zone, is transforming how client-facing teams engage and support clients.
		Continued to leverage our global scale by providing compliant HCM solutions, local expertise, and trusted relationships wherever our clients operate, while maintaining the accuracy, compliance, and trust our clients depend on. We drove strong enterprise sales momentum for ADP Lyric HCM and the ADP WorkForce Suite, as our unified global payroll, global HR, and global time solutions continued to resonate with clients.

	1	based on (i) the overall performance of the company, (ii) the performance of each executive’s business unit when applicable and (iii) each executive’s individual performance
	2	closely aligned with the short-term and long-term objectives that build sustainable long-term stockholder value
	3	competitive, in order to attract and retain executives critical to our long-term success
	4	consistent with high standards of corporate governance and best practices
	5	designed to dampen the incentive for executives to take excessive risks or to behave in ways that are inconsistent with the company’s strategic planning processes and high ethical standards

*Base salary:*		Our NEOs received salary increases in fiscal year 2026 of 3.5% other than Mr. Hadley who was not a NEO during fiscal year 2025.
Annual cash bonus:		Fiscal year 2026 target bonuses were the same as a percentage of base salary as in fiscal year 2025 for Ms. Black and Mr. DeSilva. Mr. Hadley has a 150% target bonus percentage as chief financial officer and the target bonus percentages for each of Mr. Bonarti and Mr. Kutam were increased from 100% to 150%. Annual bonuses were based on the financial performance of the company as well as strategic performance goals. For fiscal year 2026, our NEOs received cash bonuses at 115.5% of target.
*Equity awards:*		As part of our equity compensation program in fiscal year 2026, we granted our executive officers PSUs and restricted stock units (“RSUs”).

Annual Cash Bonus Plan Measures	Plan Targets	Plan Results
Revenue Growth	6.0%	6.7%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target
New Business Bookings Growth⁽¹⁾	6.8%	5.6%
Adjusted EBIT Growth⁽²⁾	8.6%	10.2%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target

Named Executive Officer (NEO)	Base Salary		Target Annual Bonus		Target PSUs⁽¹⁾		RSUs⁽¹⁾		Total
Ms. Black	$	1,267,000	$	2,534,000	$	17,331,750	$	5,777,250	$	26,910,000
President and Chief Executive Officer
Mr. Hadley	$	650,000	$	975,000	$	3,656,250	$	1,218,750	$	6,500,000
Chief Financial Officer
Mr. Bonarti	$	678,500	$	1,017,750	$	3,482,250	$	1,160,750	$	6,339,250
Chief Administrative Officer
Mr. DeSilva	$	672,800	$	1,009,200	$	3,538,500	$	1,179,500	$	6,400,000
Executive Vice President (“EVP”), North America and Chief of Operations
Mr. Kutam	$	598,000	$	897,000	$	3,603,000	$	1,201,000	$	6,299,000
President, Global Product & Innovation

WHY AM I RECEIVING THESE PROXY MATERIALS?		We are providing these proxy materials to holders of shares of the company’s common stock, par value $0.10 per share, in connection with the solicitation of proxies by our board of directors for the forthcoming 2026 Annual Meeting of Stockholders to be held on November 11, 2026 at 10:00 a.m. Eastern Standard Time, and at any postponement(s) or adjournment(s) thereof. The company will bear all expenses in connection with this solicitation.
HOW CAN I PARTICIPATE IN THE MEETING?		The 2026 Annual Meeting will be held in a virtual meeting format. The 2026 Annual Meeting will be conducted via live webcast, beginning promptly at 10:00 a.m. Eastern Standard Time on Wednesday, November 11, 2026. Admission to the meeting is restricted to stockholders of record as of September 14, 2026 and/or their designated representatives. The 2026 Annual Meeting can be accessed from the following website: www.virtualshareholdermeeting.com/ADP2026 We recommend that you log in 15 minutes before the start of the 2026 Annual Meeting to ensure sufficient time to complete the check-in procedures. To participate in the virtual meeting, you will need the 16-digit control number that is printed in the blue box on your Notice of Internet Availability of Proxy Materials or in the box marked by the arrow on your proxy card (if you received a printed copy of the proxy materials). If your shares are held in the name of a bank, brokerage firm or other nominee, you should follow the instructions provided by them in order to participate in the virtual meeting. You will have the same rights and opportunities to participate as you would have at a physical annual meeting. You will be able to participate in the virtual meeting, vote your shares electronically, and submit your questions during the meeting by visiting the website identified above.
WHAT IF I HAVE TECHNICAL DIFFICULTIES OR TROUBLE ACCESSING THE VIRTUAL MEETING?		If you encounter any technical difficulties logging into the website (www.virtualshareholdermeeting.com/ADP2026) or during the virtual meeting, there will be a 1-800 number and international number available on the website to assist you. Technical support will be available 15 minutes prior to the start time of the virtual meeting.
HOW MANY SHARES MUST BE PRESENT TO HOLD THE MEETING?		The representation in person or by proxy of a majority of the issued and outstanding shares of stock entitled to vote at the meeting constitutes a quorum. Under our amended and restated certificate of incorporation, our amended and restated by-laws and under Delaware law, abstentions and “broker non-votes” are counted as present in determining whether the quorum requirement is satisfied. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.

HOW CAN I VOTE MY SHARES?	The Notice of Internet Availability of Proxy Materials instructs you on how to vote through the Internet. If you receive a paper copy of the proxy materials, you may also vote your shares by telephone or by completing, signing, dating and returning the accompanying printed proxy in the enclosed envelope, which requires no postage if mailed in the United States. Unless contrary instructions are indicated on the proxy, all shares represented by valid proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted in accordance with the recommendations of our board of directors as indicated below. If you are a registered stockholder who would ordinarily be delivering your completed proxy card in person at the meeting, please follow the voting instructions that will be available on the website (www.virtualshareholdermeeting.com/ADP2026) during the 2026 Annual Meeting.
IF I HOLD SHARES IN STREET NAME, DOES MY BROKER NEED INSTRUCTIONS IN ORDER TO VOTE MY SHARES?	If your shares are held in “street name” (i.e., your shares are held by a bank, brokerage firm or other nominee), you must provide voting instructions to your bank or broker by the deadline provided in the materials you receive from your bank or broker. If you hold your shares in street name and you do not instruct your bank or broker as to how to vote your shares, your bank or broker may only vote your shares in its discretion on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2027 (Proposal 3), but will not be allowed to vote your shares on any of the other proposals described in this proxy statement, including the election of directors. Under applicable Delaware law, a broker non-vote will have no effect on the outcome of any of the other proposals described in this proxy statement because the non-votes are not considered in determining the number of votes necessary for approval.
WHAT MATTERS WILL BE VOTED ON AT THE MEETING, WHAT ARE MY VOTING CHOICES, AND HOW DOES THE BOARD OF DIRECTORS RECOMMEND THAT I VOTE?	Proposal	Voting Choices	Board Recommendation
	Proposal 1: Election of the 13 nominees named in this proxy statement to serve on the company’s board of directors	■ For ■ Against ■ Abstain	FOR election of all 13 director nominees
	Proposal 2: Advisory resolution approving the compensation of the company’s named executive officers as disclosed in the “Compensation Discussion and Analysis” section on page 37 of this proxy statement and accompanying compensation tables	■ For ■ Against ■ Abstain	FOR
	Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2027	■ For ■ Against ■ Abstain	FOR
	So far as the board of directors is aware, only the above matters will be acted upon at the meeting. If any other matters properly come before the meeting, the accompanying proxy may be voted on such other matters in accordance with the best judgment of the person or persons voting the proxy.


HOW MANY VOTES ARE NEEDED TO APPROVE THE PROPOSALS, AND WHAT IS THE EFFECT OF ABSTENTIONS OR BROKER NON-VOTES?		Proposal	Votes Required	Effect of Abstentions	Effect of Broker Non-Votes
	Proposal 1:	Election of directors	Majority of shares represented in person or by proxy and entitled to vote thereon	Treated as vote against	No effect
	Proposal 2:	Advisory resolution to approve compensation of named executive officers	Majority of shares represented in person or by proxy and entitled to vote thereon	Treated as vote against	No effect
	Proposal 3:	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2027	Majority of shares represented in person or by proxy and entitled to vote thereon	Treated as vote against	N/A - brokers are permitted to vote on this matter
	Proposal 1: The affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote thereon is required to elect a director, provided that if the number of nominees exceeds the number of directors to be elected (a situation that the company does not anticipate), the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy and entitled to vote thereon. Votes may be cast in favor of or against each nominee, or a stockholder may abstain from voting. Abstentions will have the effect of a negative vote. If the number of nominees exceeds the number of directors to be elected, votes may be cast in favor of or withheld against each nominee, and abstentions will be excluded entirely and will have no effect on the vote. If your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction, and therefore a broker non-vote will have no effect on the outcome of this proposal. Proposal 2: The affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote thereon is required to approve the advisory resolution on executive compensation. Votes may be cast in favor of or against this proposal or a stockholder may abstain from voting. Abstentions will have the effect of a negative vote. If your broker holds your shares, your broker is not entitled to vote your shares on this proposal without your instruction, and therefore a broker non-vote will have no effect on the outcome of the advisory resolution. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to any named executive officer and will not be binding on or overrule any decisions by the compensation and management development committee or the board of directors. Because we value our stockholders’ views, however, the compensation and management development committee and the board of directors will consider carefully the results of this advisory vote when formulating future executive compensation policy.

		Proposal 3: The affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon is required to ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2027. Votes may be cast in favor of or against this proposal or a stockholder may abstain from voting. Abstentions will have the effect of a negative vote. Brokers have the authority to vote shares for which their customers did not provide voting instructions on the ratification of the appointment of Deloitte & Touche LLP, so there will be no broker non-votes for this item.
MAY I REVOKE MY PROXY OR CHANGE MY VOTE?		If your shares are registered in your name, you may revoke your proxy and change your vote prior to the completion of voting at the Annual Meeting by: ■ submitting a valid, later-dated proxy card or a later-dated vote in accordance with the voting instructions on the Notice of Internet Availability of Proxy Materials in a timely manner; or ■ giving written notice of such revocation to the company’s corporate secretary prior to the Annual Meeting or by voting at the Annual Meeting by following the instructions that will be available on the website (www.virtualshareholdermeeting. com/ADP2026) during the Annual Meeting If your shares are held in “street name,” you should contact your bank or broker and follow its procedures for changing your voting instructions. You also may vote at the Annual Meeting by following the instructions provided by your bank or broker. Only the latest validly executed proxy that you submit will be counted.
IS MY VOTE CONFIDENTIAL?		Proxies and ballots identifying the vote of individual stockholders will be kept confidential from our management and directors, except as necessary to meet legal requirements in cases where stockholders request disclosure or in a contested election.
WHERE CAN I FIND THE VOTING RESULTS OF THE ANNUAL MEETING?		The preliminary voting results will be announced at the Annual Meeting. The final voting results, which are tallied by independent tabulators and certified by independent inspectors, will be published in the company’s current report on Form 8-K, which we are required to file with the SEC within four business days following the Annual Meeting.
HOW CAN I ASK A QUESTION DURING THE VIRTUAL ANNUAL MEETING?		You will be able to submit a written question during the Annual Meeting by following the instructions that will be available on the Annual Meeting website (www.virtualshareholdermeeting.com/ADP2026). As part of the virtual Annual Meeting, we will hold a question and answer session, during which we intend to answer questions submitted in accordance with our Annual Meeting rules (which will be available on the website) and that are relevant to the company and the meeting matters, as time permits. Questions and answers will be grouped by topic, and substantially similar questions will be grouped and answered once. If time does not permit us to address each question received during the Annual Meeting, the company’s answers will be posted to our corporate website at www.adp.com in the “Investors” section as soon as possible after the Annual Meeting.

Name	Age	Served as a Director Continuously Since	Principal Occupation
Peter Bisson	69	2015	Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company
Maria Black	52	2023	President and Chief Executive Officer of Automatic Data Processing, Inc.
Linnie M. Haynesworth	69	2020	Retired Sector Vice President and General Manager, Northrop Grumman Corporation
Francine S. Katsoudas	56	2019	Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc.
Nazzic S. Keene	65	2020	Former Chief Executive Officer of Science Applications International Corporation
David W. Kenny	64	New	Former Chief Executive Officer and Executive Chairman of Nielsen
Karen S. Lynch	63	2025	Former President and Chief Executive Officer of CVS Health Corporation
Thomas J. Lynch (Non-Executive Chair)	71	2018	Former Chairman and Chief Executive Officer of TE Connectivity Ltd.
Nancy McKinstry	67	New	Former Chief Executive Officer and Chair of the Executive Board of Wolters Kluwer N.V.
Scott F. Powers	67	2018	Former President and Chief Executive Officer of State Street Global Advisors
Carlos A. Rodriguez	62	2011	Former Executive Chair and Chief Executive Officer of Automatic Data Processing, Inc.
Robert H. Swan	66	2025	Operating Partner at Andreessen Horowitz
Sandra S. Wijnberg	70	2016	Former Executive Advisor, Partner and Chief Administrative Officer of Aquiline Holdings

11 of our 13 director nominees are independent		Average tenure of independent director nominees is 5.5 years		Average age of 65 years
Of our 13 director nominees, 7 are women and 3 are racially or ethnically diverse		4 of our 11 independent director nominees have a tenure of 5 years or less as of our 2026 Annual Meeting		As of our 2026 Annual Meeting, the average age of our thirteen director nominees will be 65 years

		Cybersecurity experience in the IT, enterprise risk management and legal contexts. Understanding and familiarity with application of management frameworks, such as the NIST Cybersecurity Framework, to the operating requirements of the business.
		Capital Markets experience, such as mergers and acquisitions and capital market activities involving the issuance of public company debt and/or equity.
		Enterprise Risk Management (ERM) experience in managing/supervising systems or processes for identifying, assessing and mitigating the total risk of a global business enterprise.
		Environmental, Social and Governance experience with environmental stewardship and social matters, including corporate social responsibility initiatives and philanthropy, as well as associated risks and opportunities, in order to drive sustained value creation within a responsible operating framework for our stakeholders.
		Financial Expertise, including senior financial leadership experience at a large global public company or financial institution.
		General Operations experience, including managing/supervising operations and business process improvement activities. Familiarity with development, implementation and reporting of service excellence, quality standards, operational performance metrics and targets.
		Government and Regulatory experience in dealing directly with regulatory agencies and government officials and experience in overseeing compliance issues pertaining to the management of business activities in a regulated environment.
		Human Resources (HR)/Compensation experience as head of HR or direct supervision of an HR leader at a global or public company. Experience in talent acquisition and management, training and development, research/ analytics, and employee engagement.
		Industry Knowledge in Human Capital Management (HCM) and Human Resources Outsourcing (HRO), including experience in managing or supervising human capital management and human resources outsourcing services.
		International experience in managing or supervising a business with global operations, particularly in countries outside the U.S. where ADP does business or would like to do business. Familiarity with compliance issues facing companies with global operations.
		Other Public Board experience, including current or recent membership on one or more large-cap public company boards.
		Product Marketing/Management experience managing or supervising business to business product marketing, and/or product design and product management, in particular, relating to the software industry or the financial, IT or outsourcing services industry.
		Public Company CEO experience at a large global public company.
		Strategic Planning/Business Development experience, including managing/supervising the strategic planning process for a global business and the associated development and implementation of specific growth opportunities.

		Technology experience, including with respect to cloud computing, software development, artificial intelligence, technology architecture and digital transformation, through the development and evolution of technology platforms to provide clients digital choices, solutions and functionality, end to end.
		Transformation experience in overseeing and executing enterprise-wide transformational, cost management, cost-reduction and/or restructuring initiatives, including managing large-scale/global business process innovation efforts.

Name	Audit	Compensation & Management Development (CMDC)	Nominating/ Corporate Governance (NCGC)	Corporate Development & Technology (CDTC)
Peter Bisson				Chair
David V. Goeckeler
Linnie M. Haynesworth
Francine S. Katsoudas
Nazzic S. Keene			Chair
Karen S. Lynch	,
Scott F. Powers		Chair
Robert H. Swan	,
Sandra S. Wijnberg	Chair,
Number of meetings held in fiscal year 2026	7	4	3	4

			Our board of directors receives regular, quarterly reports on these matters from our chief security officer and leadership from our global product and technology organization, including on the status of projects to strengthen the company’s security systems and improve cyber readiness, as well as on existing and emerging threat landscapes.
			In addition, our board of directors receives regular, quarterly reports on our global product security and resiliency program led by leadership from our global product and technology organization with assistance from our chief security officer.
			Concurrent and in addition to these reports, our chief administrative officer (who oversees legal, security and compliance matters) provides a legal, regulatory and ethics update at each meeting of the audit committee, which includes matters of cybersecurity, as appropriate. In addition, important actual or emerging cybersecurity events are communicated to the board of directors by our chief administrative officer and chief legal officer, even if immaterial to us.
			Given the importance of cybersecurity to our stakeholders, our global cybersecurity program is subject to an annual third-party assessment overseen by our board of directors and this assessment reviews all aspects of our cyber program.
			Findings are reported to our board and in response, ADP develops initiatives to improve our maturity across each of the pillars of the National Institute of Standards and Technology Cybersecurity Framework.
			The status of these initiatives is then reviewed with our board during its quarterly meetings. This governance process encourages an environment of continuous improvement.
			Members of our board receive a read-out of our annual cybersecurity table-top exercise for senior management to validate, test and assess the effectiveness and adequacy of certain roles and decision-making processes in the event of an incident.

			Our AI Ethics Principles and our AI governance program provide a framework for how we develop and implement the AI-enabled products and services we offer, including those utilizing machine learning and generative AI. Through our compliance-by-design approach, we address human oversight, mitigating bias, privacy-by-design, explainability and transparency, data quality, operational monitoring, a culture of responsible AI, and inclusion and training.
			ADP also has an AI and Data Ethics Council, established since 2019, composed of industry leaders and ADP experts who meet regularly to provide guidance within ADP on the responsible use of AI and machine learning and evaluate novel uses of data for compliance with both ADP’s AI Ethics Principles and governing laws.
			More information, including our Ethics in AI position statement, can be found on our corporate website, at www.adp.com, by clicking on “About,” then “Data Privacy” and then “Read more about Ethics in Artificial Intelligence.”

			ADP’s Privacy Commitment: We are committed to compliance with privacy requirements and the protection of all personal data processed by ADP. ADP has adopted a set of privacy principles that serve as the foundation for our global privacy program, which includes our global privacy policy and our binding corporate rules (“BCRs”), all of which may be found in greater detail on our corporate website, at www.adp.com. To access this information, click on “About” then “Data Privacy.”
			Our BCRs cover the transfer of data between ADP affiliates across the globe and ensure the highest standard of protection to personal data processed by ADP, regardless of where such data is being processed. Our BCRs establish the rules for processing personal data at ADP as both a data processor (covering the processing of clients’ data in the European Union, Switzerland, South Africa, and through separate documentation, the United Kingdom) and a data controller (covering the data of our employees under a controller workplace code, and other business associates under a business controller code regardless of where such data is being collected). We continue to rank among an elite number of companies worldwide to have gained regulators’ approval to implement BCRs as both a data processor and data controller.
			Our privacy-by-design program embeds privacy considerations from the initial stages of product and service development, consistent with ADP’s commitment to prioritize privacy and data protection as we design and develop new technology.

Diverse Performance Measures			Our incentive plans have diverse performance measures, including company and business unit financial measures, strategic objectives and individual goals.
Balance			Our compensation programs balance annual and long-term incentive opportunities, cash and equity, and fixed and variable incentives.
Payout Caps			We cap incentive plan payouts within a reasonable range.
Mix			The mix of performance-based equity awards and RSUs in our long-term incentive programs serves the best interests of stockholders and the company.
Stock Ownership Guidelines			Our stock ownership guidelines link the interests of our executive officers to those of our stockholders.
Clawback Policy			We maintain a rigorous Clawback Policy which exceeds Nasdaq listing requirements and allows for the recovery of both cash and equity incentive compensation from any current or former corporate officer (including any executive officer) who engages in any activity that is in conflict with or adverse to the company’s interests, including fraud.
Other			We prohibit our directors and all of our employees from engaging in any hedging or similar transactions involving ADP securities, holding ADP securities in a margin account, or pledging ADP securities as collateral for a loan. Transactions in ADP securities by our executive officers are executed through a 10b5-1 program.

	Governance In a world of constant change, we drive purposeful innovation while staying true to the values our founders built into our DNA — ethics, integrity, and a commitment to doing things right. These values are reflected in our people and products. And, with every interaction, we have an opportunity to make a meaningful impact and help build a better future.

	■	ADP is the trusted, service-driven, and AI-enabled partner for Human Capital Management – delivering services powered by deep domain expertise, workforce data, and global scale to help organizations manage their most critical workforce functions with precision, compliance, and confidence in the AI era.


	Associates Our long-term business success is closely linked to our commitment to creating a values-based culture where every associate feels like they belong and can thrive.

	■	Grounded in the core value “Each Person Counts,” ADP has a robust strategy to enable the growth, development, and career success of our 67,000 associates across the globe. We optimize personalized, modern learning experiences and outcomes throughout ADP by leveraging technology, data, design and talent to ensure our programs are engaging and accessible to all learners.


	Community Responsibility to the world around us is at the heart of our business. Through the ADP Foundation, we magnify the impact of associate giving to causes that align with our core values and corporate social responsibility focus. We also proudly support our associates who give back to our communities through paid volunteer time off and our donation matching program.


	Environment We run ADP for the long term, which has allowed us to build a strong track record of investing and adapting our operations to improve our resource efficiency and reduce our impact on the environment. We believe that modernizing and streamlining our operations is integral to these efforts and drives efficiency, innovation and ultimately, long-term value creation for all of our stakeholders.
	■	In 2021, ADP committed to achieve net zero greenhouse gas emissions across Scopes 1, 2 and 3 by 2050. In 2022, ADP committed to reduce its absolute global Scope 1 and 2 GHG emissions by 25.2% by 2025 and by 50% by 2030, each from a 2019 base year.
	■	Our progress and performance against these targets, due in large part to our ongoing real estate optimization strategy as well as technology upgrades, including consolidation and optimization within our data centers, and the procurement of renewable energy, is described in greater detail on investors.adp.com.

Compensation Element		Fiscal Year 2026 Compensation
Director Annual Retainer		n $240,000 Deferred Stock Units (“DSUs”) n $130,000 Cash or DSUs
Additional Non-Executive Chair Retainer		n $100,000 DSUs n $100,000 Cash or DSUs
Committee Chair Retainers (Cash, Deferred or DSUs)		n Audit: $25,000 n Compensation and Management Development: $20,000 n Nominating/Corporate Governance: $17,500 n Corporate Development and Technology: $17,500

Name	Fees Earned or Paid in Cash⁽⁸⁾ ($)		Stock Awards⁽⁹⁾ ($)		All Other Compensation⁽¹⁰⁾ ($)		Total ($)
(a)	(b)		(c)		(g)		(h)
Peter Bisson⁽¹⁾	$	147,500	$	240,000	$	20,000	$	407,500
David V. Goeckeler	$	130,000	$	240,000	$	20,000	$	390,000
Linnie M. Haynesworth	$	130,000	$	240,000	$	0	$	370,000
John P. Jones⁽²⁾	$	0	$	0	$	200,000	$	200,000
Francine S. Katsoudas	$	130,000	$	240,000	$	20,000	$	390,000
Nazzic S. Keene⁽³⁾	$	147,500	$	240,000	$	20,000	$	407,500
Karen S. Lynch	$	130,000	$	240,000	$	20,000	$	390,000
Thomas J. Lynch⁽⁴⁾	$	230,000	$	340,000	$	10,000	$	580,000
Scott F. Powers⁽⁵⁾	$	150,000	$	240,000	$	0	$	390,000
William J. Ready⁽⁶⁾	$	0	$	0	$	100,000	$	100,000
Carlos A. Rodriguez	$	130,000	$	240,000	$	30,000	$	400,000
Robert H. Swan	$	130,000	$	240,000	$	20,000	$	390,000
Sandra S. Wijnberg⁽⁷⁾	$	155,000	$	240,000	$	10,000	$	405,000

⁽¹⁾	As chair of the corporate development and technology committee, Mr. Bisson received a $17,500 annual retainer, which is included in fees earned.
⁽²⁾	Mr. Jones retired from the board of directors as of the date of the 2025 Annual Meeting of Stockholders.
⁽³⁾	As chair of the nominating/corporate governance committee, Ms. Keene received a $17,500 annual retainer, which is included in fees earned.
⁽⁴⁾	Mr. Lynch is the independent non-executive chair of the board of directors.
⁽⁵⁾	As chair of the compensation and management development committee, Mr. Powers received a $20,000 annual retainer, which is included in fees earned.
⁽⁶⁾	Mr. Ready retired from the board of directors as of the date of the 2025 Annual Meeting of Stockholders.
⁽⁷⁾	As chair of the audit committee, Ms. Wijnberg received a $25,000 annual retainer, which is included in fees earned.
⁽⁸⁾	Represents the following, whether received as cash, deferred or received as DSUs: (i) the elective portion of directors’ annual retainer and (ii) annual retainers for committee chairs. See footnote 9 below for additional information about DSUs held by directors.
⁽⁹⁾	Represents the non-elective portion of the annual retainer required to be credited in DSUs to a director’s annual retainer account. Amounts set forth in the Stock Awards column represent the aggregate grant date fair value for fiscal year 2026 as computed in accordance with FASB Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), disregarding estimates of forfeitures related to service-based vesting conditions. For additional information about the assumptions used in these calculations, see Note 11 to our audited consolidated financial statements for the fiscal year ended June 30, 2026 included in our annual report on Form 10-K for the fiscal year ended June 30, 2026.
	The grant date fair value for each DSU award granted to directors in fiscal year 2026 (including in respect of elective deferrals of amounts otherwise payable in cash), calculated in accordance with FASB ASC Topic 718, is as follows:

Director	Grant Date	Grant Date Fair Value
Peter Bisson	11/12/2025	$387,500
David V. Goeckeler	11/12/2025	$370,000
Linnie M. Haynesworth	11/12/2025	$240,000
Francine S. Katsoudas	11/12/2025	$370,000
Nazzic S. Keene	11/12/2025	$240,000
Karen S. Lynch	11/12/2025	$370,000
Thomas J. Lynch	11/12/2025	$570,000
Scott F. Powers	11/12/2025	$390,000
Carlos Rodriguez	11/12/2025	$370,000
Robert H. Swan	11/12/2025	$370,000
Sandra S. Wijnberg	11/12/2025	$395,000