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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 |