Capital Allocation and Market Strategy
Governance: Responsive to Shareholder Feedback
Topics of Discussion
ADP Actions Taken
Board &
Governance
Executive
Compensation
Risk
Management
Corporate Social
Responsibility
Copyright © 2023 ADP, Inc.
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Board composition, self-assessment, and refreshment
process
Governance practices and oversight structures (proxy
access proactively adopted in Aug 2016)
Compensation program and practices, including ADP's
increase in focus on performance-based awards in LTI
Performance metric selection and weighting, pay mix,
and peer group selection
Enterprise risk management structure and how the
Board oversees the risk assessment process
Sustainability efforts and the underlying economic
rationale for our ESG initiatives
Ongoing Board Refreshment: New Board members joined in May 2019, April 2020,
November 2020 and February 2022; Committee chair and membership rotations
(November 2018, 2019, 2020 and 2022)
Reduced the % of the voting power of the company's outstanding shares required to call
of special meeting of shareholders from 33% to 25% (August 2020)
New FY'23 LTI design for executives, increasing focus on performance-based awards
Compensation peer group refinements for FY'22 and FY'18
Amended the charter of our newly re-named compensation and management development
committee to formalize its existing practice to review HCM matters such as workplace
culture, engagement and diversity and inclusion (April 2021)
Ongoing enhanced risk management disclosures in proxy statement including in the areas
of cyber, privacy and HCM
Issued fourth CSR report in March 2022 (aligned to SASB and GRI; includes EEO-1
disclosure)
Pledged to achieve net zero greenhouse gas emissions by 2050; Introduced an
environmental footprint objective into annual executive bonus plan starting with FY'22
(September 2021) and issued short- and medium-term Scope 1 and 2 GHG targets (August
2022)
✓ Announced enhanced financial disclosures at 2018 Investor Day, which began FY'19
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