Capital Allocation and Market Strategy
Governance: Best-in-Class Board With Balanced Skill Set
Deliberate Board Composition
■Commitment to both continuity and fresh perspectives
4 of our 10 independent Directors have a tenure of 5 years or less¹
Average independent Director tenure of 6.6 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
General Operations
Cybersecurity
ESG
Enterprise Risk Management
Financial Expertise
Government/Regulatory
HR Management/Compensation
11
9
8
5
8
7
8
5
12
8
7
10
Strategic Planning
Technology
12
7
Transformation Experience
10
Capital Markets
Industry/HCM/HRO
International
Product Marketing / Product Management
Public Company CEO Experience
Other Public Company Board Experience
00
10
Source: Spencer Stuart Board Index 2022
As of November 2023 (10 independent directors; 2 management directors)
1.
2.
Skill set matrix as of November 2023 (12 Directors)
Copyright 2023 ADP, Inc.
19
ADPView entire presentation