8-KLeadership ChangesExhibits & Filings

AUTOMATIC DATA PROCESSING INC 8-K Report, Executive Changes (Oct 26, 2022)

Filed October 26, 2022For Securities:ADP

Summary

Automatic Data Processing, Inc. (ADP) has announced a significant leadership transition, effective January 1, 2023. Maria Black will be appointed President and Chief Executive Officer (CEO) and will also join the Board of Directors. Carlos A. Rodriguez, the current CEO, will transition to the role of Executive Chair of the Board of Directors. This strategic move aims to ensure a smooth and successful CEO succession. John P. Jones, the current Non-Executive Chairman, will assume the role of independent Lead Director. The filing also details the compensation packages for both Ms. Black and Mr. Rodriguez in their new capacities, reflecting their continued commitment and expected contributions to the company. Investors can view this as a planned transition that leverages existing talent within the organization.

Key Highlights

  • 1Maria Black appointed as the new President and CEO, effective January 1, 2023.
  • 2Carlos A. Rodriguez transitions from CEO to Executive Chair of the Board, effective January 1, 2023.
  • 3John P. Jones will assume the role of independent Lead Director on the Board.
  • 4Maria Black's compensation package includes a base salary of $1,100,000 and a target bonus of 200% of base salary.
  • 5Ms. Black will receive significant long-term incentive compensation, with an expected annual total target equity award value of $12,225,000 for fiscal year 2023.
  • 6Carlos A. Rodriguez's compensation as Executive Chair includes a base salary of $605,400 and a target bonus of 150% of base salary.
  • 7Both executives will remain subject to the company's Clawback Policy and stock ownership guidelines requiring ownership equal to six times base salary.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce a planned leadership transition at Automatic Data Processing, Inc. (ADP). It details the appointment of Maria Black as the new CEO and Carlos A. Rodriguez as the new Executive Chair of the Board, both effective January 1, 2023.

Carlos A. Rodriguez, the current CEO, will transition to the role of Executive Chair of the Board of Directors. This means he will remain an active associate and executive officer of the company, providing strategic guidance and oversight, while Maria Black takes on the day-to-day operational leadership as CEO.

Maria Black has a long tenure with ADP, having joined in 1996. Prior to her CEO appointment, she held several senior leadership positions, including President of ADP since January 2022, and President of Worldwide Sales and Marketing since February 2020, among others.

As CEO, Maria Black will receive an annual base salary of $1,100,000, an annual target bonus of 200% of her base salary, and significant long-term incentive compensation including performance-based stock units (PSUs) and restricted stock units (RSUs) with an expected annual target equity award value of $12,225,000 for fiscal year 2023.