Name of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent |
---|---|---|
John C. Ayala | 73703 | * |
Peter Bisson | 18386 | * |
Maria Black | 82207 | * |
Michael Bonarti | 162392 | * |
Joseph DeSilva | 17448 | * |
David V. Goeckeler | 2456 | * |
Linnie M. Haynesworth | 4176 | * |
John P. Jones | 62348 | * |
Francine S. Katsoudas | 7428 | * |
Nazzic S. Keene | 5913 | * |
Thomas J. Lynch | 10531 | * |
Don McGuire | 41592 | * |
Scott F. Powers (2) | 11613 | * |
William J. Ready | 17068 | * |
Carlos A. Rodriguez (2) | 321544 | * |
Donald Weinstein (3) | 90740 | * |
Sandra S. Wijnberg | 16019 | * |
BlackRock, Inc. (4) | 35207814 | %:8.5 |
The Vanguard Group, Inc. (5) | 40184122 | %:9.69 |
Directors, director nominees and executive officers as a group 22 persons, including those directors and executive officers named above (6) | 1065158 | * |
Page | |
---|---|
2023 Proxy Statement Summary | i |
Questions and Answers About the Annual Meeting and Voting | 1 |
Proposal 1 Election of Directors | 7 |
Stockholder Approval Required | 17 |
Corporate Governance | 18 |
Board Leadership Structure | 18 |
Board Composition and Director Succession Planning | 19 |
Director Nomination Process | 19 |
Director Orientation and Continuing Education | 20 |
Director Overboarding Policy | 20 |
Retirement Policy | 21 |
Committees of the Board of Directors | 21 |
Audit Committee | 22 |
Nominating/Corporate Governance Committee | 23 |
Compensation and Management Development Committee | 24 |
Corporate Development and Technology Advisory Committee | 24 |
The Boards Role in Risk Oversight | 25 |
The Boards Role in Strategy Oversight | 29 |
The Boards Role in Human Capital Management and Talent Development | 30 |
ESG at ADP | 30 |
Communications with All Interested Parties | 32 |
Transactions with Related Persons | 32 |
Insider Trading Policy | 33 |
Availability of Corporate Governance Documents | 33 |
Compensation Committee Interlocks and Insider Participation | 33 |
Compensation of Non-Employee Directors | 34 |
Director Compensation Table For Fiscal Year 2023 | 36 |
Security Ownership of Certain Beneficial Owners and Management | 38 |
Equity Compensation Plan Information | 40 |
Proposal 2 Advisory Vote on Executive Compensation | 41 |
Stockholder Approval Required | 41 |
Proposal 3 Advisory Vote on Frequency of the Executive Compensation Advisory Vote | 42 |
Stockholder Approval Required | 42 |
Name and Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (4) | All Other Compensation ($) (5) | Total ($) |
---|---|---|---|---|---|---|---|---|---|
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Maria Black | 2023 | $966,000 | $0 | $7,304,354 | $0 | $2,094,400 | $1,879 | $315,685 | $10,682,318 |
President and Chief Executive Officer | 2022 | $709,000 | $0 | $3,272,096 | $1,019,999 | $1,558,000 | $0 | $320,185 | $6,879,280 |
President and Chief Executive Officer | 2021 | $592,501 | $0 | $1,809,479 | $989,992 | $1,060,800 | $1,618 | $495,874 | $4,950,264 |
Carlos A. Rodriguez | 2023 | $908,100 | $0 | $16,475,482 | $0 | $1,729,000 | $0 | $251,489 | $19,364,071 |
Executive Chair and Former Chief Executive Officer | 2022 | $1,164,200 | $0 | $9,813,507 | $5,799,969 | $3,627,600 | $0 | $421,816 | $20,827,092 |
Executive Chair and Former Chief Executive Officer | 2021 | $941,875 | $0 | $6,517,790 | $5,099,999 | $3,996,600 | $0 | $428,995 | $16,985,259 |
Don McGuire | 2023 | $676,000 | $0 | $3,443,994 | $0 | $1,103,200 | $0 | $371,918 | $5,595,112 |
Chief Financial Officer | 2022 | $603,173 | $0 | $3,622,595 | $419,976 | $1,306,040 | $0 | $1,508,633 | $7,460,417 |
John C. Ayala | 2023 | $728,000 | $0 | $4,907,932 | $0 | $1,188,100 | $0 | $190,237 | $7,014,269 |
Chief Operating Officer | 2022 | $658,600 | $0 | $3,022,146 | $1,019,999 | $1,363,300 | $0 | $184,942 | $6,248,987 |
2021 | $592,501 | $0 | $1,809,479 | $989,992 | $1,060,800 | $0 | $160,801 | $4,613,573 | |
Michael A. Bonarti | 2023 | $624,000 | $0 | $3,742,047 | $0 | $678,900 | $0 | $132,600 | $5,177,547 |
Chief Administrative Officer | |||||||||
Joseph DeSilva | 2023 | $550,000 | $0 | $2,761,080 | $0 | $478,700 | $803 | $102,544 | $3,893,127 |
President, Global Sales | |||||||||
Donald Weinstein | 2023 | $482,025 | $0 | $4,102,627 | $0 | $0 | $3,587 | $821,494 | $5,409,733 |
Former Corporate Vice President, Global Product and Technology | 2022 | $618,000 | $0 | $2,596,714 | $1,019,999 | $962,800 | $0 | $177,385 | $5,374,898 |
Former Corporate Vice President, Global Product and Technology | 2021 | $592,501 | $0 | $1,604,178 | $989,992 | $1,060,800 | $2,248 | $170,671 | $4,420,390 |
Former Corporate Vice President, Global Product and Technology |
Type of Fees | FY 2023 | FY 2022 | |
---|---|---|---|
($ in thousands) | ($ in thousands) | ($ in thousands) | |
Audit Fees | $9,852 | $9,361 | |
Audit-Related Fees | 37 | 613 | |
Tax Fees | 354 | 944 | |
All Other Fees | 2 | 38 | |
Total | $10,245 | $10,956 |