Q3 Fiscal 2023 Earnings Supplement
Governance: Best-in-Class Board With Balanced Skill Set
Deliberate Board Composition
■ Commitment to both continuity and fresh perspectives
6 of our 12 Directors have a tenure of 5 years or less¹
Average independent Director tenure of 5.8 years¹, compared to an S&P 500
average of 7.8 years
42% (5 of 12) women; 25% (3 of 12) racially diverse
■ Director succession planning
Conducted in the context of a skill set review
Skill set used to identify and recruit Directors
■ The right set of skills and experience to set ADP's corporate strategy
8 of 10 independent Directors are current or former C-Suite of major public
companies
Leaders with significant technology experience (Peter Bisson, David Goeckeler,
Linnie Haynesworth, Fran Katsoudas, Nazzic Keene, Tom Lynch, Bill Ready)
Independent mindset and focus on accountability to shareholders
10 of 12 Directors are independent
All Board Committees are composed of independent Directors
Committed to formal shareholder engagement program
Ongoing board refreshment
Skill Set Aligns and Evolves With Corporate Strategy
Director Skill Set²
Business Operations
Cybersecurity
Government/Regulatory
HR Management/Compensation
10
4
Enterprise Risk Management
8
Financial Expertise
5
7
Capital Markets
Industry/HCM/HRO
8
International
11
Product Marketing/Product Management
7
Public Company CEO Experience
Other Public Company Board Experience
7
10
Strategic Planning
11
Technology
7
Transformation Experience
10
Source: Spencer Stuart Board Index 2022
1.
As of February 2023 (10 independent directors; 2 management directors)
2.
Skill set matrix as of November 2022 (11 Directors)
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