8-KLeadership Changes

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Mar 7, 2019)

Filed March 7, 2019For Securities:ADP

Summary

Automatic Data Processing, Inc. (ADP) announced a significant leadership change in its finance department via an 8-K filing on March 7, 2019. Kathleen A. Winters has been appointed as the new Corporate Vice President and Chief Financial Officer, effective April 15, 2019. Ms. Winters brings extensive financial leadership experience from her previous roles at MSCI Inc. and Honeywell International, Inc. This appointment signals a transition, with the current CFO, Jan Siegmund, stepping down from his role but remaining with the company for a transition period. Investors should note the comprehensive compensation package offered to Ms. Winters, including a substantial base salary, annual bonus target, a significant sign-on bonus, and various equity awards, reflecting the company's investment in new leadership. The details of her severance and change-in-control provisions, as well as stock ownership requirements, provide clarity on executive retention and alignment with shareholder interests.

Key Highlights

  • 1Appointment of Kathleen A. Winters as new CFO, effective April 15, 2019.
  • 2Jan Siegmund will transition from CFO role but remain with ADP for a defined period.
  • 3Ms. Winters has a strong background with previous CFO roles at MSCI Inc. and Honeywell International.
  • 4Annual base salary for Ms. Winters set at $650,000.
  • 5Potential annual target bonus of 150% of base salary, performance-dependent.
  • 6Significant compensation package includes a $1,250,000 cash sign-on bonus and $1,100,000 in restricted stock.
  • 7Long-term incentives include performance-based stock units (PSUs) and stock options, with an expected annual target equity award value of $3,000,000.

Frequently Asked Questions

Kathleen A. Winters has been appointed as the new Corporate Vice President and Chief Financial Officer. She is expected to join the Company on April 15, 2019.

The compensation package includes an annual base salary of $650,000, an annual target bonus of 150% of base salary, a $1,250,000 cash sign-on bonus, a $1,100,000 restricted stock award vesting over two years, and an expected annual total target equity award value of $3,000,000 for fiscal year 2020 in performance-based stock units and stock options.

Jan Siegmund will no longer serve as Chief Financial Officer upon Ms. Winters' start date but will remain with the Company for a transition period to ensure a smooth handover.

In the event of an involuntary termination without cause, Ms. Winters is entitled to 18 months of salary continuation, a prorated bonus, and continued vesting of unvested equity for 18 months. She is also covered by the Company’s Change in Control Severance Plan for Corporate Officers, which provides for 150% of total annual compensation and accelerated vesting of unvested equity awards if her employment is terminated without cause or for 'good reason' within two years after a change in control.