Q3 Fiscal 2023 Earnings Supplement
Governance: Leading with Best Practices
ADP is committed to shareholder-friendly corporate governance
practices that help to drive long-term value creation
Proxy access right at 3% / 3 year ownership threshold
Annually elected Board; directors may be removed without
cause
(adopted August 2016)
✓ Independent Lead Director
✓
Annual succession planning review
Majority voting standard
✓
Significant Board role in strategy and risk oversight
Shareholder ability to call special meetings
✓
Non-employee director pay limits and stock ownership
requirements
Shareholder right to act by written consent
✓
No dual-class stock; one share, one vote
✓ No poison pill
Active shareholder engagement to better understand
investor perspective
✓ Annual Board assessment of corporate governance best
practices
✓ Oversight of executive compensation by the Compensation
Committee
✓
Executive sessions of independent directors held regularly
Copyright 2023 ADP, Inc.
19
ADPView entire presentation