DEF 14A of Automatic Data Processing Inc, Sep 24, 2026

DEF 14A of Automatic Data Processing Inc

Filed Sep 24, 2026 · FY20260001308179-26-000409

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  1. Table of Contents

    | Potential Payments to Named Executive Officers Upon Termination or Change in Control | 70 | | Change in Control Severance Plan for Corporate Officers | 70 | | Corporate Officer Severance Plan | 71 | | Health Coverage | 72 | | Deferred Compensation | 72 | | Termination and Change in Control Tables | 72 | | Potential Payments Upon Termination or Change in Control for Maria Black | 72 | | Potential Payments Upon Termination or Change in Control for Peter J. Hadley | 73 | | Potential Payments Upon Termination or Change in Control for Michael A. Bonarti | 73 | | Potential Payments Upon Termination or Change in Control for Joseph DeSilva | 74 | | Potential Payments Upon Termination or Change in Control for Sreeni Kutam | 74 | | CEO Pay Ratio | 75 | | Pay Versus Performance | 76 | | Audit Committee Report | 80 | | Independent Registered Public Accounting Firm’s Fees | 82 | | PROPOSAL 3 | 84 | | Appointment of Independent Registered Public Accounting Firm | | | Stockholder Approval Required | 84 | | Stockholder Proposals and Nominations | 85 | | Electronic Delivery of Future Stockholder Communications | 87 | | Appendix A: Reconciliation of GAAP and Non-GAAP Information | A-1 |

  2. 2026 Incentive Compensation Performance Metrics

    2026 Incentive Compensation Performance Metrics Performance for all metrics, including the strategic objectives under the annual cash bonus plan, are formulaically measured, based on predetermined and objectively quantifiable goals. Targets and results for our financial metrics exclude the impact of certain limited items pursuant to predetermined categories of adjustments established by the compensation and management development committee (the “committee”) at the time that targets were set. Annual Cash Bonus Plan. The committee’s determination of incentive compensation under our annual cash bonus plan for our executive officers, including our NEOs, was based on fiscal year 2026 revenue growth, new business bookings growth, and adjusted EBIT growth as well as strategic objectives. These fiscal year 2026 goals were established consistent with the committee’s long-standing methodology in setting such goals and as such, align to the financial earnings guidance the company communicated in July 2025 for fiscal year 2026 and reflect ADP’s expectations and assumptions at that time. Details with regard to strategic objectives are provided on page 48 and the financial goals and performance results are summarized below. Each bonus measure below is expressed as a percentage-based growth goal, thus requiring correspondingly higher levels of absolute year-over-year performance delivery. For fiscal year 2026, our NEOs received cash bonuses at 115.5% of target.

  3. 2026 Incentive Compensation Performance Metrics

    | Annual Cash Bonus Plan Measures | Plan Targets | Plan Results | | Revenue Growth | 6.0% | 6.7%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target | | New Business Bookings Growth(1) | 6.8% | 5.6% | | Adjusted EBIT Growth(2) | 8.6% | 10.2%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target |

  4. 2026 Incentive Compensation Performance Metrics

    | (1) For fiscal year 2026, our new business bookings definition includes annualized recurring revenues anticipated from sales orders to new and existing clients for Employer Services and Professional Employer Organization (“PEO”) Services. It excludes revenue that is one-time in nature and zero-margin benefits pass-throughs. | | (2) Our adjusted EBIT measure excludes the impact of taxes, certain interest expense, certain interest income, and certain other items. We continue to include the interest income earned on investments associated with our client funds extended investment strategy and interest expense on borrowings related to our client funds extended investment strategy as we believe these amounts to be fundamental to the underlying operations of our business model. Refer to the table in Appendix A for a reconciliation from net earnings to adjusted EBIT for fiscal years 2026 and 2025. |

  5. 2026 Incentive Compensation Performance Metrics

    Long-Term Incentive Program. Performance incentive compensation under our PSU program was based on the achievement of adjusted net income growth (67% weight) and revenue excluding zero-margin benefits pass-throughs (“revenue ex-ZMPT”) growth (33% weight) for fiscal year 2026. PSU awards are also subject to a relative total shareholder return (“rTSR”) metric that may modify the final payout (by +/-20%) at the end of the respective full three-year period based on our performance as compared to the S&P 500. Targets and results exclude the impact of certain limited items pursuant to predetermined categories of adjustments established by the committee at the time the targets were set. For more information on the application of these performance metrics, see “Long-Term Incentive Compensation Programs” on page 49. These financial goals for the PSU awards granted in fiscal year 2026 were established consistent with the committee’s long-standing methodology in setting such goals and as such, align to the financial earnings guidance the company communicated in July 2025 for fiscal year 2026 and reflect ADP’s expectations and assumptions at that time. Each PSU measure below is expressed as a percentage-based growth goal, thus requiring correspondingly higher levels of absolute year-over-year performance delivery.

  6. 2026 Incentive Compensation Performance Metrics

    | ADP 2026 Proxy Statement | vii |

  7. 2026 Incentive Compensation Performance Metrics

    | PSU Program Measures | Program Targets | Program Results | | Adjusted Net Income Growth(1) | 8.3% | 10.1%, excluding the impacts of: ■ Foreign currency fluctuations in excess of the fluctuations assumed in the target ■ First-year impact of business acquisitions | | Revenue ex-ZMPT Growth(2) | 5.7% | 6.6%, excluding the impacts of: ■ Foreign currency fluctuations in excess of the fluctuations assumed in the target ■ First-year impact of business acquisitions |

  8. 2026 Incentive Compensation Performance Metrics

    | (1) Our adjusted net income measure excludes the impact of certain one-time charges and benefits reflecting specific items that are not fundamental to our underlying business operations. Refer to the table in Appendix A for further detail on these items and a reconciliation from net earnings to adjusted net income for fiscal years 2026 and 2025. | | (2) Our revenue ex-ZMPT measure is a consolidated revenue growth measure that excludes the impact of zero-margin benefits pass-throughs. Importantly, the PSU revenue metric is not duplicative of the annual cash bonus plan revenue metric due to the exclusion of zero-margin benefits pass-throughs. Refer to the table in Appendix A for further detail on this item and a reconciliation from consolidated revenue to revenue ex-ZMPT for fiscal years 2026 and 2025. |

  9. 2026 Incentive Compensation Performance Metrics

    A payout percentage of 125.5% was achieved under our PSU program as a result of our fiscal year 2026 adjusted net income growth and revenue ex-ZMPT growth. The payout percentage of 125.5% applies to year 1 of the fiscal year 2026 award, year 2 of the fiscal year 2025 award, and year 3 of the fiscal year 2024 award. In addition, the three-year rTSR performance period for the fiscal year 2024 PSU award concluded at the end of fiscal year 2026, with a final modifier performance achievement of 89.1% based on our TSR percentile rank of 36.3 relative to the S&P 500. The fiscal year 2024 PSU award achieved a final payout of 109.4%.

  10. 2026 Total Target Direct Compensation

    | Named Executive Officer (NEO) | Base Salary | Target Annual Bonus | Target PSUs(1) | RSUs(1) | Total | | Ms. Black | $1,267,000 | $2,534,000 | $17,331,750 | $5,777,250 | $26,910,000 | | President and Chief Executive Officer | | | | | | | Mr. Hadley | $650,000 | $975,000 | $3,656,250 | $1,218,750 | $6,500,000 | | Chief Financial Officer | | | | | | | Mr. Bonarti | $678,500 | $1,017,750 | $3,482,250 | $1,160,750 | $6,339,250 | | Chief Administrative Officer | | | | | | | Mr. DeSilva | $672,800 | $1,009,200 | $3,538,500 | $1,179,500 | $6,400,000 | | Executive Vice President (“EVP”), North America and Chief of Operations | | | | | | | Mr. Kutam | $598,000 | $897,000 | $3,603,000 | $1,201,000 | $6,299,000 | | President, Global Product & Innovation | | | | | |

  11. 2026 Total Target Direct Compensation

    | (1) Equity amounts reflect the target grant values for fiscal year 2026. For PSUs, these amounts vary from the totals disclosed in the “Summary Compensation Table for Fiscal Year 2026” on page 57 of this proxy statement, which reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718, for the performance year in which performance targets are set. Accordingly, the amounts for PSU awards in the Summary Compensation Table represent the grant date fair value of the first, second and third tranche of the target awards that were granted in fiscal years 2026, 2025 and 2024, respectively. |

  12. 2026 Total Target Direct Compensation

    The mix of target total direct compensation (base salary, cash bonus and long-term incentive awards) for fiscal year 2026 was designed to deliver the following approximate proportions of total compensation to Ms. Black, our chief executive officer, and the other NEOs if company and individual target levels of performance are achieved. The target pay mix below reflects the PSU target award based on the three-year target opportunity. Ms. Black’s higher proportion of at-risk compensation reflects her greater responsibility for overall company performance.

  13. Compensation Good Governance and Best Practices

    | Pay for performance: We design our compensation programs to link pay to performance and levels of responsibility, to encourage our executive officers to remain focused on both the short-term and long-term goals of the company and to link executive performance to stockholder value. Annual say-on-pay vote: We hold an advisory say-on-pay vote to approve our NEO compensation on an annual basis. Clawback policy: We maintain a rigorous Clawback Policy which exceeds Nasdaq listing requirements and allows for the recovery of both cash and equity incentive compensation from any current or former corporate officer (including any executive officer) who engages in any activity that is in conflict with or adverse to ADP’s interests, including fraud. Stock ownership guidelines: We maintain stock ownership guidelines to encourage equity ownership by our executive officers. Limited perquisites: We provide limited perquisites that are viewed as consistent with our overall compensation philosophy. Double trigger change in control payments: Our Change in Control Severance Plan for Corporate Officers includes “double-trigger” provisions, such that payments of cash and vesting of equity awards occur only if termination of employment without cause or with good reason occurs during the two-year period after a change in control. |

  14. Compensation Good Governance and Best Practices

    | Independence of our compensation and management development committee and advisor: The compensation and management development committee of our board of directors, which is comprised solely of independent directors, utilizes the services of FW Cook as an independent compensation consultant. FW Cook reports to the committee, does not perform any other services for the company other than in connection with an annual review of competitive director compensation for the nominating/corporate governance committee of our board of directors, and has no economic or other ties to the company or the management team that could compromise their independence and objectivity. Equity plan best practices: Our 2018 Omnibus Award Plan, approved by stockholders in November 2018, incorporates certain governance best practices, including a minimum vesting period of one-year (with certain limited exceptions), a minimum 100% fair market value exercise price (except for substitute awards from an acquired or merged company), no “liberal share recycling” of stock options or stock appreciation rights and no “liberal” change in control definition. Stockholder engagement: As described below under “Fiscal Year 2026 Stockholder Engagement,” our investor engagement program promotes an active dialogue with our largest stockholders on a range of topics related to our strategy, corporate governance and executive compensation programs. |

  15. Compensation Good Governance and Best Practices

    | No-hedging policy: We prohibit all of our directors and employees, including our executive officers, from engaging in any hedging or similar transactions involving ADP securities. No-pledging policy: We prohibit all of our directors and employees, including our executive officers, from holding ADP securities in a margin account or pledging ADP securities as collateral for a loan. No repricing of underwater stock options without stockholder approval: We may not lower the exercise price of any outstanding stock options or otherwise provide economic value to the holders of underwater stock options in exchange for the forfeiture of such awards without stockholder approval. |

  16. Compensation Good Governance and Best Practices

    | No discount stock options: The exercise price of our stock options is not less than 100% of the fair market value of our common stock on the date of grant. No IRC Section 280G or 409A tax gross-ups: We do not provide tax gross-ups under our change in control provisions or deferred compensation programs. No current dividends on unearned performance stock units: We do not pay dividends in respect of unearned PSUs; rather, dividend equivalents are accrued over the applicable performance period and are paid only if the units are earned and shares are issued at the end of the performance period. |

  17. Director Nominee Highlights

    Director Nominee Highlights

  18. Director Nominee Highlights

    | 11 of our 13 director nominees are independent | Average tenure of independent director nominees is 5.5 years | Average age of 65 years | | Of our 13 director nominees, 7 are women and 3 are racially or ethnically diverse | 4 of our 11 independent director nominees have a tenure of 5 years or less as of our 2026 Annual Meeting | As of our 2026 Annual Meeting, the average age of our thirteen director nominees will be 65 years |

  19. Director Nominee Highlights

    | 6 | ADP 2026 Proxy Statement |

  20. ADP Board of Directors’ Skills & Experience

    ADP Board of Directors’ Skills & Experience The board of directors possesses an appropriate mix of skills, experience and leadership designed to drive board performance and properly oversee the interests of the company, including our strategy of long-term sustainable stockholder value creation. Currently, the board of directors is interested in maintaining a mix of skills and experience that include the following:

  21. ADP Board of Directors’ Skills & Experience

    | | Cybersecurity experience in the IT, enterprise risk management and legal contexts. Understanding and familiarity with application of management frameworks, such as the NIST Cybersecurity Framework, to the operating requirements of the business. | | | Capital Markets experience, such as mergers and acquisitions and capital market activities involving the issuance of public company debt and/or equity. | | | Enterprise Risk Management (ERM) experience in managing/supervising systems or processes for identifying, assessing and mitigating the total risk of a global business enterprise. | | | Environmental, Social and Governance experience with environmental stewardship and social matters, including corporate social responsibility initiatives and philanthropy, as well as associated risks and opportunities, in order to drive sustained value creation within a responsible operating framework for our stakeholders. | | | Financial Expertise, including senior financial leadership experience at a large global public company or financial institution. | | | General Operations experience, including managing/supervising operations and business process improvement activities. Familiarity with development, implementation and reporting of service excellence, quality standards, operational performance metrics and targets. | | | Government and Regulatory experience in dealing directly with regulatory agencies and government officials and experience in overseeing compliance issues pertaining to the management of business activities in a regulated environment. | | | Human Resources (HR)/Compensation experience as head of HR or direct supervision of an HR leader at a global or public company. Experience in talent acquisition and management, training and development, research/ analytics, and employee engagement. | | | Industry Knowledge in Human Capital Management (HCM) and Human Resources Outsourcing (HRO), including experience in managing or supervising human capital management and human resources outsourcing services. | | | International experience in managing or supervising a business with global operations, particularly in countries outside the U.S. where ADP does business or would like to do business. Familiarity with compliance issues facing companies with global operations. | | | Other Public Board experience, including current or recent membership on one or more large-cap public company boards. | | | Product Marketing/Management experience managing or supervising business to business product marketing, and/or product design and product management, in particular, relating to the software industry or the financial, IT or outsourcing services industry. | | | Public Company CEO experience at a large global public company. | | | Strategic Planning/Business Development experience, including managing/supervising the strategic planning process for a global business and the associated development and implementation of specific growth opportunities. |

  22. ADP Board of Directors’ Skills & Experience

    | ADP 2026 Proxy Statement | 7 |

  23. ADP Board of Directors’ Skills & Experience

    | | Technology experience, including with respect to cloud computing, software development, artificial intelligence, technology architecture and digital transformation, through the development and evolution of technology platforms to provide clients digital choices, solutions and functionality, end to end. | | | Transformation experience in overseeing and executing enterprise-wide transformational, cost management, cost-reduction and/or restructuring initiatives, including managing large-scale/global business process innovation efforts. |

  24. ADP Board of Directors’ Skills & Experience

    | Skills | | | | | | | | | | | | | | | Cybersecurity | | | | | | | | | | | | | | | Capital Markets | | | | | | | | | | | | | | | Enterprise Risk Management | | | | | | | | | | | | | | | Environmental, Social and Governance | | | | | | | | | | | | | | | Financial | | | | | | | | | | | | | | | General Ops | | | | | | | | | | | | | | | Government & Regulatory | | | | | | | | | | | | | | | HR/Comp | | | | | | | | | | | | | | | Industry - HCM & HRO | | | | | | | | | | | | | | | International | | | | | | | | | | | | | | | Other Public Board | | | | | | | | | | | | | | | Product Marketing/ Management | | | | | | | | | | | | | | | Public Company CEO | | | | | | | | | | | | | | | Strategic Planning/ Business Development | | | | | | | | | | | | | | | Technology | | | | | | | | | | | | | | | Transformation | | | | | | | | | | | | | |

  25. ADP Board of Directors’ Skills & Experience

    As discussed in further detail below, our nominating/corporate governance committee evaluates these desired attributes on an ongoing basis and adds new skills and qualifications as the company’s strategy and needs evolve.

  26. ADP Board of Directors’ Skills & Experience

    | 8 | ADP 2026 Proxy Statement |

  27. ADP Board of Directors’ Skills & Experience

    Below are summaries of the principal occupations, business experience, background, and key skills and qualifications of the nominees. The key skills and qualifications are not intended to be an exhaustive list of each nominee’s skills or contributions to the board, but rather the specific skills and qualifications that led to the conclusion that the person should serve as a director for the company.

  28. ADP Board of Directors’ Skills & Experience

    | Peter Bisson |

  29. ADP Board of Directors’ Skills & Experience

    | Director since: 2015 Age: 69 Independent Committees: ■ Audit ■ CDTC, Chair | Retired Director and Global Leader of the High-Tech Practice at McKinsey & Company Mr. Bisson was a director and the global leader of the High-Tech Practice at McKinsey & Company prior to his retirement in June 2016. Mr. Bisson also held a number of other leadership positions at McKinsey & Company, including chair of its knowledge committee, which guides the firm’s knowledge investment and communication strategies, member of the firm’s shareholders committee, and leader of the firm’s strategy and telecommunications practices. In more than 30 years at McKinsey & Company, he advised a variety of multinational public companies, including ADP, in the technology-based products and services industry. For many years, Mr. Bisson also served on the board of the Nature Conservancy of NY, an environmental group, serving as the co-chair in his final two years. Presently, he is a special advisor to Brighton Park Capital and a director of Gartner Inc. Key Skills & Qualifications Mr. Bisson’s experience includes advising clients on corporate strategy and M&A, design and execution of performance improvement programs, marketing and technology development. Mr. Bisson’s broad experience in the technology industry is a valuable asset to our board of directors and contributes to the oversight of the company’s strategic direction and digital transformation, including our AI-enabled product portfolio. |

  30. ADP Board of Directors’ Skills & Experience

    | Maria Black |

  31. ADP Board of Directors’ Skills & Experience

    | Director since: 2023 Age: 52 Management | President and Chief Executive Officer of Automatic Data Processing, Inc. Ms. Black is the president and chief executive officer of the company. Before she was appointed to her current position in January 2023, she served as president of the company since January 2022. Prior to that, she was president, Worldwide Sales and Marketing of ADP since February 2020 and served as president, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as president, ADP TotalSource from July 2014 to December 2016, as general manager, ADP United Kingdom from April 2013 to June 2014, and as general manager, Employer Services – TotalSource Western Central Region from January 2008 to March 2013. Ms. Black joined ADP in 1996. Ms. Black is a director of Delta Air Lines, Inc. Key Skills & Qualifications Throughout her career at ADP, Ms. Black has served in key roles across ADP in sales, service, product implementation and operations, including our PEO and Employer Services businesses. Having overseen all aspects of sales, marketing and business operations gives her a powerful perspective and understanding of ADP’s products, innovation strategy and growth opportunities. She brings this deep perspective and understanding of HCM, together with her unwavering focus on modernization, operational excellence and client centricity, to our board of directors. |

  32. ADP Board of Directors’ Skills & Experience

    | ADP 2026 Proxy Statement | 9 |

  33. ADP Board of Directors’ Skills & Experience

    | Linnie M. Haynesworth |

  34. ADP Board of Directors’ Skills & Experience

    | Director since: 2020 Age: 69 Independent Committees: ■ Audit ■ CDTC | Retired Sector Vice President and General Manager, Northrop Grumman Corporation Ms. Haynesworth retired in 2019 as the sector vice president and general manager of the Cyber and Intelligence Mission Solutions Division for Northrop Grumman Corporation’s (“NGC”) Mission Systems Sector after assuming this role in 2016. She previously served as sector vice president and general manager of the Intelligence, Surveillance and Reconnaissance Division within the former Information Systems sector of NGC, and also led NGC’s Federal and Defense Technologies Division. Before joining Information Systems at NGC, she was vice president for aerospace products with the NGC Aerospace Systems sector and served as program manager for its Defense Weather Satellite System. She began her career at NGC in 1979 and also held other leadership roles in business development, engineering, supply chain and program positions of increasing responsibility in multiple areas of the company. Ms. Haynesworth is currently a director of Eastman Chemical Company, Micron Technology, Inc. and Truist Financial Corporation. Key Skills & Qualifications Ms. Haynesworth brings a proven track record of achievement and extensive expertise in technology integration, cybersecurity, enterprise strategy, risk management and large complex system development, delivery and deployment. With 40 years in the industry, her insight and breadth of experience are invaluable contributions to ADP, given the integral nature of technology and security to our products, business processes and infrastructure. |

  35. ADP Board of Directors’ Skills & Experience

    | Francine S. Katsoudas |

  36. ADP Board of Directors’ Skills & Experience

    | Director since: 2019 Age: 56 Independent Committees: ■ CMDC ■ Nominating/Corporate Governance | Executive Vice President and Chief People, Policy & Purpose Officer of Cisco Systems, Inc. Ms. Katsoudas has been the executive vice president and chief people, policy & purpose officer of Cisco Systems, Inc. since March 2021, and prior to that, the chief people officer since 2015. Prior to these roles, she served in various positions of increasing responsibility at Cisco, since joining the company in 1996. Prior to Cisco, Ms. Katsoudas worked in both the financial and professional services industries with a focus on customer service and operations. Key Skills & Qualifications As an innovative human resources leader with a ‘voice of the customer’ mindset in organizational talent and strategy, Ms. Katsoudas brings valuable perspective and insight to the board of directors and contributes to the oversight of the company’s strategy and ongoing transformation to drive solutions in a rapidly evolving, dynamic HCM market. |

  37. ADP Board of Directors’ Skills & Experience

    | 10 | ADP 2026 Proxy Statement |

  38. ADP Board of Directors’ Skills & Experience

    | Nazzic S. Keene |

  39. ADP Board of Directors’ Skills & Experience

    | Director since: 2020 Age: 65 Independent Committees: ■ Audit ■ Nominating/Corporate Governance, Chair | Former Chief Executive Officer of Science Applications International Corporation (SAIC) Ms. Keene served as the chief executive officer of SAIC and member of its board between August 2019 and October 2023. Prior to that, she served as chief operating officer since 2017, as president, Global Markets and Missions, from 2013 to 2017, and as senior vice president, Corporate Strategy and Planning from 2012 to 2013. Prior to joining SAIC, Ms. Keene was the senior vice president and general manager for U.S. enterprise markets at CGI and led that company’s U.S. expansion. Ms. Keene is a director of Caterpillar Inc. and the chair of the board of directors of ITT Inc. Key Skills & Qualifications As a well-respected industry leader with three decades of experience in information systems and technology services, as well as more than 20 years in executive management, Ms. Keene’s strategic leadership in technology-driven solutions, digital transformation, including AI technology, and cybersecurity expertise is instrumental to the board and the shaping of ADP’s vision for its HCM technology portfolio. |

  40. ADP Board of Directors’ Skills & Experience

    | David W. Kenny |

  41. ADP Board of Directors’ Skills & Experience

    | Director Nominee Age: 64 Independent | Former Chief Executive Officer and Executive Chairman of Nielsen Holdings plc Mr. Kenny served as the executive chairman of Nielsen Holdings plc, a private global measurement and data analytics company, from 2023 to 2025, and as chief executive officer of Nielsen from 2018 to 2023. Prior to Nielsen, Mr. Kenny held leadership roles at IBM as Senior Vice President of IBM Watson and IBM Cloud. He previously served as chief executive officer of The Weather Company and Digitas Inc. Mr. Kenny is a director of Flutter Entertainment plc and the chair of the board of directors of Best Buy Co., Inc. Key Skills & Qualifications Mr. Kenny brings deep expertise in technology, artificial intelligence, data and analytics, and consumer insights. His career leading technology-driven organizations and global business transformations provides the board with valuable perspectives on digital innovation, data strategy, operational execution, and growth. |

  42. ADP Board of Directors’ Skills & Experience

    | ADP 2026 Proxy Statement | 11 |

  43. ADP Board of Directors’ Skills & Experience

    | Karen S. Lynch |

  44. ADP Board of Directors’ Skills & Experience

    | Director since: 2025 Age: 63 Independent Committees: ■ Audit ■ CMDC | Former President and Chief Executive Officer of CVS Health Corporation Ms. Lynch previously served as president and chief executive officer of CVS Health Corporation from 2021 to 2024. Prior to that, she served as executive vice president of CVS Health Corporation from 2018 to 2021. From 2015 to 2021, she was the president of Aetna, which CVS Health acquired in 2018. Ms. Lynch began her career as a certified public accountant at auditing firm Ernst & Young LLP. She is currently a director of Thermo Fisher Scientific Inc. and within the past five years, previously served on the boards of CVS Health Corporation and U.S. Bancorp. Key Skills & Qualifications As a seasoned executive with over three decades of experience in the health care field, Ms. Lynch understands how to operate effectively within highly regulated and complex frameworks. She brings to the board of directors valuable leadership experience in issues facing public companies and multinational businesses, including strategic planning and risk management matters, combined with proven business acumen as well as financial and accounting expertise. |

  45. ADP Board of Directors’ Skills & Experience

    | Thomas J. Lynch |

  46. ADP Board of Directors’ Skills & Experience

    | Director since: 2018 Age: 71 Independent Non-Executive Chair | Former Chairman and Chief Executive Officer of TE Connectivity Ltd. Mr. Lynch retired as the chairman of the board of directors of TE Connectivity Ltd., a leading global technology and manufacturing company, in March 2024. He served as the chief executive officer of TE Connectivity Ltd. from January 2006 to March 2017 and served as a member of the company’s board of directors since 2007, and as chairman since January 2013. Before becoming CEO of TE Connectivity Ltd., Mr. Lynch was president of Tyco Engineered Products and Services since joining Tyco International in September 2004. Prior to that, he held various positions at Motorola, including executive vice president of Motorola and president and chief executive officer of Motorola’s Personal Communications sector, from August 2002 to September 2004. Mr. Lynch is currently a director of Cummins Inc. He previously served on the board of Thermo Fisher Scientific Inc. from 2009 until May 2022. Key Skills & Qualifications Mr. Lynch possesses extensive executive leadership experience as a former CEO and chairman of a large-cap public company. In addition to his broad managerial experience, he is a seasoned leader with a deep operational background and technology expertise. This breadth of experience enriches his contributions to the board, particularly with respect to transformation, innovation, strategic planning and compensation matters. |

  47. ADP Board of Directors’ Skills & Experience

    | 12 | ADP 2026 Proxy Statement |

  48. ADP Board of Directors’ Skills & Experience

    | Nancy McKinstry |

  49. ADP Board of Directors’ Skills & Experience

    | Director Nominee Age: 67 Independent | Former Chief Executive Officer and Chair of the Executive Board of Wolters Kluwer N.V. Ms. McKinstry previously served as chief executive officer and chair of the executive board of Wolters Kluwer N.V., a global information, software, and services provider, from September 2003 until her retirement in February 2026, and as a member of its executive board from June 2001 to February 2026. Prior to that, Ms. McKinstry held a number of senior leadership roles at Wolters Kluwer, including chief executive officer of operations in North America, president of CT Corporation, and chief executive officer of CCH Legal Information Services. Ms. McKinstry began her career with Booz & Company (formerly Booz Allen Hamilton), an international management-consulting firm, where she focused on assignments in the media and technology industries. Ms. McKinstry currently serves on the boards of Abbott Laboratories, Accenture plc and Mondelēz International, Inc. Key Skills & Qualifications Ms. McKinstry is a transformational business leader with decades of executive leadership experience at a large public company. She brings extensive expertise in portfolio management, product innovation, and technology enablement, as well as a strong global perspective, strategic insight, and deep experience in risk management and operational execution. |

  50. ADP Board of Directors’ Skills & Experience

    | Scott F. Powers |

  51. ADP Board of Directors’ Skills & Experience

    | Director since: 2018 Age: 67 Independent Committees: ■ CMDC, Chair ■ Nominating/Corporate Governance | Former President and Chief Executive Officer of State Street Global Advisors Mr. Powers was the president and chief executive officer of State Street Global Advisors, from 2008 until his retirement in 2015. Before joining State Street, Mr. Powers was the president and chief executive officer of Old Mutual Asset Management, the U.S.-based global asset management business of Old Mutual plc, from 2001 to 2008. He also held executive roles at Mellon Institutional Asset Management and Boston Company Asset Management. Mr. Powers is currently a director of PulteGroup, Inc. and chair of the board of directors of Sun Life Financial Inc. Key Skills & Qualifications With over three decades of experience leading and advising firms in the investment management industry, Mr. Powers has extensive global operational and business expertise. In addition, as the former CEO of State Street Global Advisors, his background in overseeing and guiding governance-related engagement with invested companies is a tremendous asset to ADP. The valuable blend of these critical skills and his investor mindset support the board in its oversight of the company’s strategic direction, growth and transformation. |

  52. ADP Board of Directors’ Skills & Experience

    | ADP 2026 Proxy Statement | 13 |

  53. ADP Board of Directors’ Skills & Experience

    | Carlos A. Rodriguez |

  54. ADP Board of Directors’ Skills & Experience

    | Director since: 2011 Age: 62 Non-Management | Former Executive Chair and Chief Executive Officer of Automatic Data Processing, Inc. Mr. Rodriguez is the former executive chair of the board of directors of the company, serving from January 2023 to January 2024. Before he was executive chair, he served as chief executive officer of the company from November 2011 until December 2022. He has been a member of the board since November 2011. Mr. Rodriguez served as president and chief operating officer of the company before he was appointed chief executive officer in November 2011 and as president through 2021. Having started his career at the company in 1999, Mr. Rodriguez previously served as president of several key businesses, including National Accounts Services, Employer Services International, Small Business Services, and Professional Employer Organization, giving him deep institutional knowledge across the company’s business. Mr. Rodriguez previously served on the board of Microsoft Corporation from 2021 to 2025. Key Skills & Qualifications In addition to broad managerial, operational and strategic planning expertise, Mr. Rodriguez is a recognized leader in the HCM industry and brings a wealth of business acumen and leadership experience to our board of directors, including a deep knowledge of HCM and unique understanding of our business, coupled with a proven track record of integrity, achievement and strategic vision. |

  55. ADP Board of Directors’ Skills & Experience

    | Robert H. Swan |

  56. ADP Board of Directors’ Skills & Experience

    | Director since: 2025 Age: 66 Independent Committees: ■ Audit ■ CDTC | Operating Partner at Andreessen Horowitz Mr. Swan has been an operating partner at Andreessen Horowitz since July 2021. Prior to that, he served at Intel Corporation as CEO from February 2019 to February 2021, as Interim CEO and CFO from June 2018 to January 2019 and as CFO from October 2016 to June 2018. Prior to joining Intel, Mr. Swan held several senior management roles at other companies, including CFO at eBay Inc., Electronic Data Systems Corp., TRW Inc., and Webvan Group, Inc., where he additionally served as COO and CEO. Mr. Swan is currently a director at Micron Technology, Inc. and Nike, Inc. In addition to these public companies, his prior public company board service includes Applied Materials, eBay and Intel and the board of commissioners of GoTo Group. Key Skills & Qualifications Mr. Swan has extensive global operational, financial and business expertise as a former CEO and CFO of large public technology companies. This expertise is a valuable asset to our board of directors and contributes to the oversight of the company’s strategic direction and growth. |

  57. ADP Board of Directors’ Skills & Experience

    | 14 | ADP 2026 Proxy Statement |

  58. ADP Board of Directors’ Skills & Experience

    | Sandra S. Wijnberg |

  59. ADP Board of Directors’ Skills & Experience

    | Director since: 2016 Age: 70 Independent Committees: ■ Audit, Chair ■ Nominating/Corporate Governance | Former Executive Advisor, Partner and Chief Administrative Officer of Aquiline Holdings Ms. Wijnberg was an executive advisor of Aquiline Holdings, a registered investment advisory firm, from 2015 to 2019, and prior to that, a partner and the chief administrative officer of Aquiline Holdings from 2007 to 2014. From 2014 to 2015, Ms. Wijnberg left Aquiline Holdings to work in Jerusalem at the behest of the U.S. State Department as the deputy head of mission, Office of the Quartet. Prior to joining Aquiline Holdings, she was the senior vice president and chief financial officer of Marsh & McLennan Companies, Inc., from January 2000 to April 2006, and before that, the treasurer and interim chief financial officer of YUM! Brands, Inc. She is a director of Cognizant Technology Solutions Corporation and T. Rowe Price Group, Inc. and the non-executive chair of the board of Hippo Holdings Inc. Key Skills & Qualifications Ms. Wijnberg is a seasoned business leader with strong financial acumen and significant corporate finance, accounting, strategic planning, insurance and risk management expertise. Her international experience also provides a valuable global perspective to our board of directors. |

  60. ADP Board of Directors’ Skills & Experience

    It is expected that all nominees proposed by our board of directors will be able to serve on the board if elected. However, if before the election one or more nominees is unable to serve or for good cause will not serve (a situation that we do not anticipate), the proxy holders will vote the proxies for the remaining nominees and for substitute nominees chosen by the board of directors (unless the board reduces the number of directors to be elected). If any substitute nominees are designated, we will file an amended proxy statement that, as applicable, identifies the substitute nominees, discloses that such nominees have consented to being named in the revised proxy statement and to serve if elected, and includes certain biographical and other information about such nominees required by the rules of the SEC. At the 2026 Annual Meeting of Stockholders, directors will be elected by the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote thereon, provided that if the number of nominees exceeds the number of directors to be elected (a situation we do not anticipate), the directors will be elected by the vote of a plurality of the shares represented in person or by proxy and entitled to vote thereon.

  61. ADP Board of Directors’ Skills & Experience

    | ADP 2026 Proxy Statement | 15 |

  62. ADP Board of Directors’ Skills & Experience

    | Corporate Governance | |

  63. ADP Board of Directors’ Skills & Experience

    The board of directors’ categorical standards of director independence are consistent with Nasdaq listing standards and are available in the company’s corporate governance principles on our corporate website at www.adp.com. To access these documents, click on “Investors,” then “Governance,” and then “Governance Documents.” The board of directors has determined that Mses. Haynesworth, Katsoudas, Keene, Lynch, McKinstry and Wijnberg and Messrs. Bisson, Kenny, Lynch, Powers and Swan meet these standards and are independent for purposes of the Nasdaq listing standards. All current members of the audit, compensation and management development, nominating/corporate governance, and corporate development and technology committees are independent. In the ordinary course of business, the company has business relationships with certain companies in which ADP directors also serve as executive officers or on the board of directors, including for example, hardware, software, HCM and other technology services. Based on the standards described above, the board of directors has determined that none of these transactions or relationships, nor the associated amounts paid to the parties, was material or would impede the exercise of independent judgment. It is our policy that our directors attend the Annual Meetings of Stockholders. All of our directors then in office attended our 2025 Annual Meeting of Stockholders.

  64. 11 of our 13 Director Nominees are Independent

    11 of our 13 Director Nominees are Independent During fiscal year 2026, our board of directors held ten (10) meetings. At various points throughout the fiscal year, our board meetings consist of two-day sessions so that our board has ample opportunity to evaluate and discuss our strategy, product portfolio and talent. All of our incumbent directors attended at least 75%, in the aggregate, of the meetings of the board of directors and the committees of which they were members during the periods that they served on our board of directors during fiscal year 2026. Executive sessions of the independent, non-management directors are held during each meeting of the committees and the board of directors. Mr. Lynch, our non-executive chair, presides at each executive session of the board of directors. Board Leadership Structure Our corporate governance principles do not require the separation of the roles of board chair and chief executive officer because the board believes that effective board leadership can depend on the skills and experience of, and personal interaction between, people in leadership roles. Our board of directors is currently led by Mr. Lynch, our independent, non-executive chair. Ms. Black, our chief executive officer, serves as a member of the board of directors. The board of directors believes the current leadership structure is in the best interests of the company’s stockholders at this time. Separating these positions allows our chief executive officer to focus on developing and implementing the company’s business plans and supervising the company’s day-to-day business operations and allows our non-executive chair to lead the board of directors in its oversight, advisory, and risk management roles. The non-executive chair is responsible for the management, development, and the effective performance of the board, and provides leadership to the board for all aspects of the board’s work, as well as engaging with major stockholders, if requested.

  65. 11 of our 13 Director Nominees are Independent

    | 16 | ADP 2026 Proxy Statement |

  66. 11 of our 13 Director Nominees are Independent

    Board Composition and Director Succession Planning The board takes a thoughtful approach to its composition to ensure alignment with the company’s evolving corporate strategy. We believe our board composition strikes a balanced approach to director tenure and allows the board to benefit from a mix of newer directors who bring fresh insights and seasoned directors who bring continuity and a deep understanding of ADP. We believe this mix supports both innovation and stability in guiding our complex business. We refresh our board and assess our board succession plans regularly with this balance of tenure and experience in mind. Four of our eleven independent director nominees have a tenure of five years or less. As of our 2026 Annual Meeting, the average age of our thirteen director nominees will be 65 years and the average tenure of our eleven independent director nominees will be 5.5 years. Average Tenure of 5.5 Years (Independent Director Nominees) Our director succession planning is conducted in the context of a skillset review designed to focus on key areas of skills and experience deemed to be most helpful to driving board performance. Our nominating/corporate governance committee evaluates these desired attributes on an ongoing basis and adds new skills and qualifications as necessary in light of the company’s changing strategy and needs. Individual director evaluations are also conducted by the nominating/corporate governance committee on an annual basis, in close coordination with our non-executive chair who supplements such evaluations with one-on-one discussions with each director. The form of assessment used to facilitate this review is refreshed each year to ensure relevance and covers a broad array of topics relevant to individual performance such as knowledge, expertise, commitment, preparation, integrity and judgment. This process facilitates director succession planning as it helps identify opportunities to enhance individual performance and any relevant feedback is communicated to the individual director. In addition to individual evaluations, the nominating/corporate governance committee, working with our non-executive chair, conducts a thorough evaluation at the board and committee levels to ensure the effectiveness of the directors and their ability to work as a team in the long-term interest of the company. This assessment is conducted through a questionnaire process, which is also refreshed each year, and designed to elicit feedback with respect to areas such as board/committee structure, governance, communication, culture, risk and strategy. Responses are shared and discussed with the nominating/ corporate governance committee. The committee then shares the output of this process with the full board along with a series of recommendations that are subsequently implemented to improve board and committee performance, practices and procedures. The company also has a director retirement policy in place to promote thoughtful board refreshment, as set forth in further detail under “Retirement Policy” on page 18 of this proxy statement. Director Nomination Process Our nominating process ensures our board consists of a well-qualified and diverse group of leaders who bring an important mix of boardroom and operating experience. When the board of directors decides to recruit a new member, or when the board of directors considers any director candidates submitted for consideration by our stockholders, it seeks strong candidates who, ideally, meet all of its categorical standards of director independence, and who complement our identified board skillset needs. Additionally, candidates should possess the following personal characteristics: (i) business community respect for his or her integrity, ethics, principles, insights and analytical ability; and (ii) ability and initiative to frame insightful questions, speak out and challenge questionable assumptions and disagree without being disagreeable. The nominating/corporate governance committee will not consider candidates who lack the foregoing personal characteristics.

  67. 11 of our 13 Director Nominees are Independent

    | ADP 2026 Proxy Statement | 17 |

  68. 11 of our 13 Director Nominees are Independent

    To ensure that our board is composed of directors with sufficiently diverse and independent perspectives, our nominating/ corporate governance committee considers a wide range of other factors in determining the composition of our board of directors, including diversity of thought, individual qualities such as professional experience, skills, education and training, and a range of types of diversity, including race, gender, ethnicity, age, culture and geography. The nominating/corporate governance committee retains a third-party search firm from time to time to identify and evaluate, as appropriate, potential nominees to the board, including in connection with the 2026 nominations of Mr. Kenny and Ms. McKinstry. Nominations of candidates for our board of directors by our stockholders for consideration at our 2027 Annual Meeting of Stockholders are subject to the deadlines and other requirements described under “Stockholder Proposals and Nominations” on page 85 of this proxy statement. Director Orientation and Continuing Education Our orientation program is structured to acquaint our new directors with our business, strategy, product portfolio, industry and competitive considerations, organizational talent, and capital structure, as well as the legal and ethical responsibilities of our board. Key members of our management team spearhead the program through a series of one-on-one sessions with each new director, with each session concentrated on a specific area of focus. As there are multiple sessions of this nature, we strive to stagger and prioritize these meetings accordingly, tailored to our directors’ profiles and committee assignments, among other things. Our program is time intensive but we believe the program is instrumental in driving board performance. In addition to our orientation program, we encourage continuing education for our directors, including through external opportunities, and we assist in finding appropriate courses and fully reimbursing for such programs. Director Overboarding Policy and Time Commitments Our overboarding policy, which is reviewed on an annual basis, states that subject to such exceptions on a case by case basis as the board shall determine, no non-executive director can serve on more than 4 public boards (including ADP) and, in the case of a director who is an executive officer of ADP or other company, no more than 2 public boards (including ADP). Our corporate governance principles further state that directors should plan to make a significant time commitment to the company and that the board’s assessment of individuals for new or continued service on the board includes this consideration, among other things. The board understands the importance of evaluating the contributions of each of its members and will continue to engage in an in-depth review of each member’s contributions on at least an annual basis before their renomination to the board. Retirement Policy Our director retirement policy provides that, subject to such exceptions on a case-by-case basis as the board of directors shall determine, no person will be nominated by the board of directors to serve as a director following the date the director turns 75. Management directors who are no longer officers of the company shall offer to resign from the board of directors.

  69. 11 of our 13 Director Nominees are Independent

    | 18 | ADP 2026 Proxy Statement |

  70. 11 of our 13 Director Nominees are Independent

    Committees of the Board of Directors During fiscal year 2026, our board of directors held ten (10) meetings. At various points throughout the fiscal year, our board meetings consist of two-day sessions so that our board has ample opportunity to evaluate and discuss our strategy, product portfolio and talent. The table below provides the current membership and meeting information for each of the committees of the board of directors.

  71. 11 of our 13 Director Nominees are Independent

    | Name | Audit | Compensation & Management Development (CMDC) | Nominating/ Corporate Governance (NCGC) | Corporate Development & Technology (CDTC) | | Peter Bisson | | | | Chair | | David V. Goeckeler | | | | | | Linnie M. Haynesworth | | | | | | Francine S. Katsoudas | | | | | | Nazzic S. Keene | | | Chair | | | Karen S. Lynch | , | | | | | Scott F. Powers | | Chair | | | | Robert H. Swan | , | | | | | Sandra S. Wijnberg | Chair, | | | | | Number of meetings held in fiscal year 2026 | 7 | 4 | 3 | 4 |

  72. 11 of our 13 Director Nominees are Independent

    – Financial expert member of audit committee

  73. 11 of our 13 Director Nominees are Independent

    | ADP 2026 Proxy Statement | 19 |

  74. 11 of our 13 Director Nominees are Independent

    Audit Committee

  75. 11 of our 13 Director Nominees are Independent

    | Sandra S. Wijnberg Committee Chair Other committee members: Peter Bisson Linnie M. Haynesworth Nazzic S. Keene Karen S. Lynch Robert H. Swan ■ All members are independent and financially literate under Nasdaq listing standards | The audit committee’s principal functions are to assist the board of directors in fulfilling its oversight responsibilities with respect to: ■ our systems of internal controls regarding finance, accounting, legal compliance, and ethical behavior; ■ our auditing, accounting and financial reporting processes generally; ■ our financial statements and other financial information that we provide to our stockholders, the public and others; ■ our compliance with legal and regulatory requirements; ■ the appointment, compensation, retention and performance of our independent auditors and the selection of the lead audit partner; and ■ the performance of our corporate audit department. The audit committee acts under a written charter, which is available online on our corporate website at www.adp.com. To access this document, click on “Investors,” then “Governance,” and then “Governance Documents.” A further description of the role of the audit committee is set forth on page 80 under “Audit Committee Report.” |

  76. 11 of our 13 Director Nominees are Independent

    Nominating/Corporate Governance Committee

  77. 11 of our 13 Director Nominees are Independent

    | Nazzic S. Keene Committee Chair Other committee members: Francine S. Katsoudas Scott F. Powers Sandra S. Wijnberg ■ All members are independent under Nasdaq listing standards | The principal functions of the nominating/corporate governance committee are to: ■ identify individuals qualified to become members of the board of directors and recommend a slate of nominees to the board of directors annually; ■ ensure that the committees of the board of directors have the benefit of qualified and experienced independent directors; ■ review and reassess annually the adequacy of the board of directors’ corporate governance principles and recommend changes as appropriate; ■ oversee the evaluation of the board of directors and committees; ■ review and assess the effectiveness of the Company’s enterprise risk management program; and ■ review our policies and programs that relate to matters of corporate citizenship, environmental stewardship and social matters, corporate social responsibility initiatives, and philanthropic and political activities. The nominating/corporate governance committee acts under a written charter, which is available online on our corporate website at www.adp.com. To access this document, click on “Investors,” then “Governance,” and then “Governance Documents.” |

  78. 11 of our 13 Director Nominees are Independent

    | 20 | ADP 2026 Proxy Statement |

  79. 11 of our 13 Director Nominees are Independent

    Compensation and Management Development Committee

  80. 11 of our 13 Director Nominees are Independent

    | Scott F. Powers Committee Chair Other committee members: David V. Goeckeler Francine S. Katsoudas Karen S. Lynch ■ All members are independent under Nasdaq listing standards | The compensation and management development committee sets and administers our executive compensation programs. See “Compensation Discussion and Analysis” on page 37 of this proxy statement. The compensation and management development committee is authorized to engage the services of outside advisors, experts and others to assist the committee. For fiscal year 2026, the compensation and management development committee sought advice from FW Cook, an independent compensation consulting firm specializing in executive and director compensation. For further information about FW Cook’s services to the compensation and management development committee, see “Compensation Consultant” on page 45 of this proxy statement. The compensation and management development committee acts under a written charter, which is available online on our corporate website at www.adp.com. To access this document, click on “Investors,” then “Governance,” and then “Governance Documents.” Each member of the compensation and management development committee is a “Non-Employee Director” as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The compensation and management development committee may form and delegate authority to subcommittees when appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirements of Nasdaq. |

  81. 11 of our 13 Director Nominees are Independent

    Corporate Development and Technology Committee

  82. 11 of our 13 Director Nominees are Independent

    | Peter Bisson Committee Chair Other committee members: David V. Goeckeler Linnie M. Haynesworth Robert H. Swan ■ All members are independent under Nasdaq listing standards | The corporate development and technology committee is responsible for reviewing and evaluating innovation strategy related to emerging or future technologies and opportunities, technology capabilities and talent, infrastructure, and as appropriate, corporate development matters. The corporate development and technology committee acts under a written charter, which is available online on our corporate website at www.adp.com. To access this document, click on “Investors,” then “Governance,” and then “Governance Documents.” |

  83. 11 of our 13 Director Nominees are Independent

    | ADP 2026 Proxy Statement | 21 |

  84. 11 of our 13 Director Nominees are Independent

    The Board’s Role in Risk Oversight Our board of directors provides oversight with respect to the company’s enterprise risk assessment and risk management activities, which are designed to identify, prioritize, assess, monitor and mitigate the various risks confronting the company, including risks that are related to the achievement of the company’s operational and financial strategy. As set forth in more detail below, the board of directors performs this oversight function periodically as part of its meetings and also through its audit, compensation and management development, corporate development and technology and nominating/corporate governance committees, each of which examines various components of risk as part of its assigned responsibilities. Our nominating/corporate governance committee oversees enterprise risk management and is responsible for recommending to our board an allocation of risk oversight responsibilities among the board and its committees. Our committees report back on risk oversight matters directly to the board of directors on a regular basis. Management is responsible for implementing and supervising day-to-day risk management processes and reporting to the board of directors and its committees as necessary.

  85. 11 of our 13 Director Nominees are Independent

    | | Compensation and Management Development Committee n 2 Components of Operational (Talent Management) Corporate Development and Technology Committee n 1 Components of Strategic (Innovation Strategy related to Emerging or Future Technologies) n 2 Components of Operational (Technology Capabilities and Talent) n 3 Components of Digital & Technology (Infrastructure) Audit Committee n 2 Components of Operational (Client Assurance, Global Money Movement, Operational Fraud) n 4 Financial n 5 Legal & Compliance Board n 1 Strategic n 2 Operational n 3 Digital & Technology n 4 Components of Financial n 5 Components of Legal & Compliance Nominating/Corporate Governance Committee n 1 Components of Strategic (Environmental, Social and Governance) n 5 Components of Legal & Compliance (Corporate Governance) |

  86. 11 of our 13 Director Nominees are Independent

    | 22 | ADP 2026 Proxy Statement |

  87. Board of Directors

    Board of Directors Oversight of Cybersecurity Our board of directors recognizes that security is integral to our products, our business processes and infrastructure. We have an enterprise-wide approach to security with the objectives of protecting client data and funds and preventing security incidents that could adversely affect the confidentiality, integrity, or availability of our information systems and data that resides in those systems, while also improving our system resilience with the aim of minimizing the impact to our business when incidents do occur. Our global security organization is tasked with monitoring physical and cybersecurity risks, including operational risks related to information security and system disruption. A cross-functional, enterprise-wide management program operates to promote our global cybersecurity program’s effectiveness. Our board of directors is actively engaged in the oversight of our global cybersecurity program. More information on our program is available on our corporate website, at www.adp.com. To access this information, click on “About” then “Data Security.”

  88. Board of Directors

    | | Our board of directors receives regular, quarterly reports on these matters from our chief security officer and leadership from our global product and technology organization, including on the status of projects to strengthen the company’s security systems and improve cyber readiness, as well as on existing and emerging threat landscapes. | | | In addition, our board of directors receives regular, quarterly reports on our global product security and resiliency program led by leadership from our global product and technology organization with assistance from our chief security officer. | | | Concurrent and in addition to these reports, our chief administrative officer (who oversees legal, security and compliance matters) provides a legal, regulatory and ethics update at each meeting of the audit committee, which includes matters of cybersecurity, as appropriate. In addition, important actual or emerging cybersecurity events are communicated to the board of directors by our chief administrative officer and chief legal officer, even if immaterial to us. | | | Given the importance of cybersecurity to our stakeholders, our global cybersecurity program is subject to an annual third-party assessment overseen by our board of directors and this assessment reviews all aspects of our cyber program. | | | Findings are reported to our board and in response, ADP develops initiatives to improve our maturity across each of the pillars of the National Institute of Standards and Technology Cybersecurity Framework. | | | The status of these initiatives is then reviewed with our board during its quarterly meetings. This governance process encourages an environment of continuous improvement. | | | Members of our board receive a read-out of our annual cybersecurity table-top exercise for senior management to validate, test and assess the effectiveness and adequacy of certain roles and decision-making processes in the event of an incident. |

  89. Board of Directors

    Oversight of AI We have a mature responsible AI program, grounded in ADP’s commitment that responsible AI is core to the development of AI-enabled products and services. Our board of directors oversees ADP’s AI governance program as part of its broader responsibility to oversee matters of technology and innovation, including AI. Our responsible AI program is cross-functional, and is led by ADP’s chief data office, with key participation from our global legal organization, our global data privacy team, and the global security organization in their respective areas. The program drives compliance with AI ethical principles and regulatory requirements in development and usage of AI systems, including generative AI tools, both internally and those embedded in our products and services, through a comprehensive review process. An additional layer of oversight and guidance is provided by ADP’s AI and Data Ethics Council consisting of internal and external experts.

  90. Board of Directors

    | ADP 2026 Proxy Statement | 23 |

  91. Board of Directors

    | | Our AI Ethics Principles and our AI governance program provide a framework for how we develop and implement the AI-enabled products and services we offer, including those utilizing machine learning and generative AI. Through our compliance-by-design approach, we address human oversight, mitigating bias, privacy-by-design, explainability and transparency, data quality, operational monitoring, a culture of responsible AI, and inclusion and training. | | | ADP also has an AI and Data Ethics Council, established since 2019, composed of industry leaders and ADP experts who meet regularly to provide guidance within ADP on the responsible use of AI and machine learning and evaluate novel uses of data for compliance with both ADP’s AI Ethics Principles and governing laws. | | | More information, including our Ethics in AI position statement, can be found on our corporate website, at www.adp.com, by clicking on “About,” then “Data Privacy” and then “Read more about Ethics in Artificial Intelligence.” |

  92. Compensation and Risk Management

    | Diverse Performance Measures | Our incentive plans have diverse performance measures, including company and business unit financial measures, strategic objectives and individual goals. | | Balance | Our compensation programs balance annual and long-term incentive opportunities, cash and equity, and fixed and variable incentives. | | Payout Caps | We cap incentive plan payouts within a reasonable range. | | Mix | The mix of performance-based equity awards and RSUs in our long-term incentive programs serves the best interests of stockholders and the company. | | Stock Ownership Guidelines | Our stock ownership guidelines link the interests of our executive officers to those of our stockholders. | | Clawback Policy | We maintain a rigorous Clawback Policy which exceeds Nasdaq listing requirements and allows for the recovery of both cash and equity incentive compensation from any current or former corporate officer (including any executive officer) who engages in any activity that is in conflict with or adverse to the company’s interests, including fraud. | | Other | We prohibit our directors and all of our employees from engaging in any hedging or similar transactions involving ADP securities, holding ADP securities in a margin account, or pledging ADP securities as collateral for a loan. Transactions in ADP securities by our executive officers are executed through a 10b5-1 program. |

  93. Governance

    | Compensation of Non-Employee Directors | |

  94. Governance

    Our nominating/corporate governance committee reviews and evaluates non-employee director compensation on an annual basis to ensure that (i) our directors are compensated appropriately for their substantial time commitment and responsibilities, (ii) the structure and design of the compensation program enables us to attract and retain highly qualified directors who can bring the depth of knowledge, skills and experience required to govern a company of our scale and complexity, and (iii) it is transparent and fosters commonality of interests between board members and our stockholders. The nominating/corporate governance committee makes recommendations to the board of directors, as appropriate, based on its review, benchmark information from peer companies (which is the same comparator group used for executive compensation benchmarking purposes), input from its external advisor FW Cook, and other relevant considerations. The elements of our non-employee director compensation program are as follows:

  95. Changes to Director Compensation in Fiscal Year 2027

    Changes to Director Compensation in Fiscal Year 2027 In connection with the annual review discussed above, the board of directors approved (i) an increase to the elective portion of the annual retainer to $135,000 (from $130,000), (ii) an increase to the chair retainer of the compensation and management development committee to $22,500 (from $20,000), and (iii) an increase to the chair retainers of the nominating/corporate governance committee and corporate development and technology committee to $20,000 (from $17,500), each to be effective at the time of the 2026 Annual Meeting of Stockholders. There were no other changes made to the non-employee director compensation program for fiscal year 2027.

  96. Stock Ownership Guidelines

    | Name | Fees Earned or Paid in Cash(8) ($) | Stock Awards(9) ($) | All Other Compensation(10) ($) | Total ($) | | (a) | (b) | (c) | (g) | (h) | | Peter Bisson(1) | $147,500 | $240,000 | $20,000 | $407,500 | | David V. Goeckeler | $130,000 | $240,000 | $20,000 | $390,000 | | Linnie M. Haynesworth | $130,000 | $240,000 | $0 | $370,000 | | John P. Jones(2) | $0 | $0 | $200,000 | $200,000 | | Francine S. Katsoudas | $130,000 | $240,000 | $20,000 | $390,000 | | Nazzic S. Keene(3) | $147,500 | $240,000 | $20,000 | $407,500 | | Karen S. Lynch | $130,000 | $240,000 | $20,000 | $390,000 | | Thomas J. Lynch(4) | $230,000 | $340,000 | $10,000 | $580,000 | | Scott F. Powers(5) | $150,000 | $240,000 | $0 | $390,000 | | William J. Ready(6) | $0 | $0 | $100,000 | $100,000 | | Carlos A. Rodriguez | $130,000 | $240,000 | $30,000 | $400,000 | | Robert H. Swan | $130,000 | $240,000 | $20,000 | $390,000 | | Sandra S. Wijnberg(7) | $155,000 | $240,000 | $10,000 | $405,000 |

  97. 2026 Incentive Compensation Performance Metrics

    2026 Incentive Compensation Performance Metrics Our financial performance impacted the compensation of our executive officers in several ways, most notably through our annual cash bonus plan and performance-based stock unit (“PSU”) program. Performance for all metrics, including the strategic objectives under the annual cash bonus plan, are formulaically measured, based on predetermined and objectively quantifiable goals. Targets and results for our financial metrics exclude the impact of certain limited items pursuant to predetermined categories of adjustments established by the committee at the time that targets were set.

  98. 2026 Incentive Compensation Performance Metrics

    | ADP 2026 Proxy Statement | 39 |

  99. 2026 Incentive Compensation Performance Metrics

    Annual Cash Bonus Plan. The committee’s determination of incentive compensation under our annual cash bonus plan for our executive officers, including our NEOs, was based on fiscal year 2026 revenue growth, new business bookings growth, and adjusted EBIT growth as well as strategic objectives. These fiscal year 2026 goals were established consistent with the committee’s long-standing methodology in setting such goals and as such, align to the financial earnings guidance the company communicated in July 2025 for fiscal year 2026 and reflect ADP’s expectations and assumptions at that time. Details with regard to strategic objectives are provided on page 48 and the financial goals and performance results are summarized below. Each bonus measure below is expressed as a percentage-based growth goal, thus requiring correspondingly higher levels of absolute year-over-year performance delivery. For fiscal year 2026, our NEOs received cash bonuses at 115.5% of target.

  100. 2026 Incentive Compensation Performance Metrics

    | Annual Cash Bonus Plan Measures | Plan Targets | Plan Results | | Revenue Growth | 6.0% | 6.7%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target | | New Business Bookings Growth(1) | 6.8% | 5.6% | | Adjusted EBIT Growth(2) | 8.6% | 10.2%, excluding the impact of foreign currency fluctuations in excess of the fluctuations assumed in the target |

  101. 2026 Incentive Compensation Performance Metrics

    | (1) For fiscal year 2026, our new business bookings definition includes annualized recurring revenues anticipated from sales orders to new and existing clients for Employer Services and Professional Employer Organization (“PEO”) Services. It excludes revenue that is one-time in nature and zero-margin benefits pass-throughs. | | (2) Our adjusted EBIT measure excludes the impact of taxes, certain interest expense, certain interest income, and certain other items. We continue to include the interest income earned on investments associated with our client funds extended investment strategy and interest expense on borrowings related to our client funds extended investment strategy as we believe these amounts to be fundamental to the underlying operations of our business model. Refer to the table in Appendix A for a reconciliation from net earnings to adjusted EBIT for fiscal years 2026 and 2025. |

  102. 2026 Incentive Compensation Performance Metrics

    Long-Term Incentive Program. Performance incentive compensation under our PSU program was based on the achievement of adjusted net income growth (67% weight) and revenue excluding zero-margin benefits pass-throughs (“revenue ex-ZMPT”) growth (33% weight) for fiscal year 2026. PSU awards are also subject to a relative total shareholder return (“rTSR”) metric that may modify the final payout (by +/-20%) at the end of the respective full three-year period based on our performance as compared to the S&P 500. Targets and results exclude the impact of certain limited items pursuant to predetermined categories of adjustments established by the committee at the time the targets were set. For more information on the application of these performance metrics, see “Long-Term Incentive Compensation Programs” in this CD&A. These financial goals for the PSU awards granted in fiscal year 2026 were established consistent with the committee’s long-standing methodology in setting such goals and as such, align to the financial earnings guidance the company communicated in July 2025 for fiscal year 2026 and reflect ADP’s expectations and assumptions at that time. Each PSU measure below is expressed as a percentage-based growth goal, thus requiring correspondingly higher levels of absolute year-over-year performance delivery.

  103. 2026 Incentive Compensation Performance Metrics

    | PSU Program Measures | Program Targets | Program Results | | Adjusted Net Income Growth(1) | 8.3% | 10.1%, excluding the impacts of: ■ Foreign currency fluctuations in excess of the fluctuations assumed in the target ■ First-year impact of business acquisitions | | Revenue ex-ZMPT Growth(2) | 5.7% | 6.6%, excluding the impacts of: ■ Foreign currency fluctuations in excess of the fluctuations assumed in the target ■ First-year impact of business acquisitions |

  104. 2026 Incentive Compensation Performance Metrics

    | (1) Our adjusted net income measure excludes the impact of certain one-time charges and benefits reflecting specific items that are not fundamental to our underlying business operations. Refer to the table in Appendix A for further detail on these items and a reconciliation from net earnings to adjusted net income for fiscal years 2026 and 2025. | | (2) Our revenue ex-ZMPT measure is a consolidated revenue growth measure that excludes the impact of zero-margin benefits pass-throughs. Importantly, the PSU revenue metric is not duplicative of the annual cash bonus plan revenue metric due to the exclusion of zero-margin benefits pass-throughs. Refer to the table in Appendix A for further detail on this item and a reconciliation from consolidated revenue to revenue ex-ZMPT for fiscal years 2026 and 2025. |

  105. 2026 Incentive Compensation Performance Metrics

    | 40 | ADP 2026 Proxy Statement |

  106. 2026 Incentive Compensation Performance Metrics

    A payout percentage of 125.5% was achieved under our PSU program as a result of our fiscal year 2026 adjusted net income growth and revenue ex-ZMPT growth. The payout percentage of 125.5% applies to year 1 of the fiscal year 2026 award, year 2 of the fiscal year 2025 award, and year 3 of the fiscal year 2024 award. In addition, the three-year rTSR performance period for the fiscal year 2024 PSU award concluded at the end of fiscal year 2026, with a final modifier performance achievement of 89.1% based on our TSR percentile rank of 36.3 relative to the S&P 500 (the fiscal year 2026 and 2025 awards remain subject to final adjustment based on rTSR performance over the respective three-year performance periods). As described in the table below, the financial metric payout percentages achieved for each of the individual three fiscal years in the applicable performance period are averaged to obtain the award level earned as a percentage of target. The three-year financial metric average is then subject to adjustment based on achievement of the three-year rTSR modifier, in order to determine the final award payout percentage of target. Based on this methodology, the fiscal year 2024 PSU award granted in September 2023 achieved a final payout of 109.4%, as summarized below.

  107. 2026 Incentive Compensation Performance Metrics

    | PSU | Financial Metric Annual Achievement Percentage | | | Three-Year Financial Metric | Three-Year | Award | Payout | | Award | Year 1 | Year 2 | Year 3 | Average | rTSR Modifier | Payout | Date | | FY’24 | 111% | 132% | 125.5% | 122.8% | 89.1% | 109.4% | September 2026 | | FY’25 | 132% | 125.5% | TBD | TBD | TBD | TBD | September 2027 | | FY’26 | 125.5% | TBD | TBD | TBD | TBD | TBD | September 2028 |

  108. Elements of Compensation

    | Compensation Element | Objectives | Key Characteristics | | Base Salary | To provide a fixed amount for performing the duties and responsibilities of the position | Determined based on overall performance, level of responsibility, competitive compensation data and comparison to other company executives | | Annual Cash Bonus | To motivate executive officers to achieve key financial and non-financial performance goals | Payment based on achievement of company-wide and business unit financial measures and strategic performance goals | | Performance-Based Stock Unit (“PSU”) Awards | To motivate executive officers to achieve certain longer-term goals and create long-term alignment with stockholders | Awards based on target growth in adjusted net income and revenue ex-ZMPT, with earned shares issued following applicable performance period, subject to a relative TSR modifier | | Time-Based Restricted Stock Unit (“RSU”) Awards | To attract and retain executive officers | Granted annually and vesting ratably over three years. May also be awarded on a limited, non-recurring basis to attract and recruit new talent and for long-term retention of critical executives, as well as part of management succession planning |

  109. Elements of Compensation

    | Named Executive Officer (NEO) | Base Salary | Target Annual Bonus | Target PSUs(1) | RSUs(1) | Total | | Ms. Black | $1,267,000 | $2,534,000 | $17,331,750 | $5,777,250 | $26,910,000 | | Mr. Hadley | $650,000 | $975,000 | $3,656,250 | $1,218,750 | $6,500,000 | | Mr. Bonarti | $678,500 | $1,017,750 | $3,482,250 | $1,160,750 | $6,339,250 | | Mr. DeSilva | $672,800 | $1,009,200 | $3,538,500 | $1,179,500 | $6,400,000 | | Mr. Kutam | $598,000 | $897,000 | $3,603,000 | $1,201,000 | $6,299,000 |

  110. Elements of Compensation

    | (1) Equity amounts reflect the target grant values for fiscal year 2026. For PSUs, these amounts vary from the totals disclosed in the “Summary Compensation Table for Fiscal Year 2026” on page 57 of this proxy statement, which reflect the grant date fair value, calculated in accordance with FASB ASC Topic 718, for the performance year in which performance targets are set. Accordingly, the amounts for PSU awards in the Summary Compensation Table represent the grant date fair value of the first, second and third tranche of the target awards that were granted in fiscal years 2026, 2025 and 2024, respectively. |

  111. Good Governance and Best Practices

    | | Independence of our compensation and management development committee and advisor: The compensation and management development committee of our board of directors, which is comprised solely of independent directors, utilizes the services of FW Cook as an independent compensation consultant. FW Cook reports to the committee, does not perform any other services for the company other than in connection with an annual review of competitive director compensation for the nominating/corporate governance committee of our board of directors, and has no economic or other ties to the company or the management team that could compromise their independence and objectivity. | | | Equity plan best practices: Our 2018 Omnibus Award Plan, approved by stockholders in November 2018, incorporates certain governance best practices, including a minimum vesting period of one-year (with certain limited exceptions), a minimum 100% fair market value exercise price (except for substitute awards from an acquired or merged company), no “liberal share recycling” of stock options or stock appreciation rights and no “liberal” change in control definition. | | | Stockholder engagement: As described under “Fiscal Year 2026 Stockholder Engagement” on page xi of this proxy statement, our investor engagement program promotes an active dialogue with our largest stockholders on a range of topics related to our strategy, corporate governance and executive compensation programs. |

  112. Good Governance and Best Practices

    | | No-hedging policy: We prohibit all of our directors and employees, including our executive officers, from engaging in any hedging or similar transactions involving ADP securities. | | | No-pledging policy: We prohibit all of our directors and employees, including our executive officers, from holding ADP securities in a margin account or pledging ADP securities as collateral for a loan. | | | No repricing of underwater stock options without stockholder approval: We may not lower the exercise price of any outstanding stock options or otherwise provide economic value to the holders of underwater stock options in exchange for the forfeiture of such awards without stockholder approval. |

  113. Good Governance and Best Practices

    | | No discount stock options: The exercise price of our stock options is not less than 100% of the fair market value of our common stock on the date of grant. | | | No IRC Section 280G or 409A tax gross-ups: We do not provide tax gross-ups under our change in control provisions or deferred compensation programs. | | | No current dividends on unearned PSUs: We do not pay dividends in respect of unearned PSUs; rather, dividend equivalents are accrued over the applicable performance period and are paid only if the units are earned and shares are issued at the end of the performance period. |

  114. Looking Forward

    Looking Forward For fiscal year 2027, we updated the annual cash bonus plan to introduce AI-centric strategic measures that are fundamental to our business strategy and further increased the weight of the client revenue retention measure. As a result of these updates, the fiscal year 2027 annual cash bonus plan includes an 80% weight on financial objectives and a 20% weight on strategic objectives. More information will be provided in our proxy statement for fiscal year 2027. For more information on the bonus plan and measurements used for fiscal year 2026, see “Annual Cash Bonus” and “NEOs’ Fiscal Year 2026 Bonuses” in this CD&A. Compensation Principles We believe that compensation should be designed to create a direct link between performance and stockholder value. Five principles that guide our decisions involving executive compensation are that compensation should be:

  115. Compensation Consultant

    Compensation Consultant The committee has engaged FW Cook to provide assistance with the design of our compensation programs, the development of comparative market-based compensation data, and the determination of target compensation awards for the chief executive officer. The specific matters on which FW Cook provided advice in fiscal year 2026 were the market trends and regulatory developments in executive compensation and the design of executive compensation programs and practices, including the changes to the pay levels of the chief executive officer, as well as reviewing long-term incentive guidelines for all eligible levels. In June 2025, FW Cook delivered to our committee the results of a competitive assessment of compensation for use in determining fiscal year 2026 target compensation for our chief executive officer Ms. Black. FW Cook also examined the mix of proposed PSU awards and RSU grants for our NEOs for fiscal year 2026 and confirmed that the proposals for the NEOs were reasonable and appropriate, given the company’s size and structure. In addition, in January 2026, FW Cook reviewed the company’s executive compensation peer group and one company was removed following its acquisition in May 2025. This change is described under “Fiscal Year 2027 Peer Group” below. As part of its ongoing support to the committee, FW Cook also reviews executive compensation disclosures (including this CD&A), reviews and provides comments on changes to the committee’s charter, advises on emerging trends and the implications of regulatory and governance developments, and reviews and provides commentary on materials and proposals prepared by management that are presented at the committee’s meetings. In addition, our nominating/corporate governance committee engaged FW Cook to review the design and competitiveness of our non-employee director compensation program. The committee determined that the work of FW Cook did not raise any conflicts of interest in fiscal year 2026. In making this assessment, the committee considered the independence factors enumerated in Rule 10C-1(b) under the Securities Exchange Act of 1934, as amended, and applicable Nasdaq listing standards, including the level of fees received from the company as a percentage of FW Cook’s total revenue, the policies and procedures employed by FW Cook to prevent conflicts of interest, the fact that FW Cook does not provide any other services to the company (other than the director compensation program review), and whether the individual FW Cook advisors to the committee own any stock of the company or have any business or personal relationships with members of the committee or our executive officers.

  116. Compensation Consultant

    | ADP 2026 Proxy Statement | 45 |

  117. Compensation Review and Determination

    Compensation Review and Determination ADP uses a customized peer group to benchmark our executive officers’ pay levels and our financial performance in connection with pay-for-performance evaluations, as well as our practices concerning equity compensation and other executive compensation programs. The customized peer group was developed with assistance from FW Cook based upon the following criteria: comparable business model, company size, executive talent sources, competition for investor capital, companies considered by our investors to be our peers, and overall reasonableness. In connection with its annual review of the company’s executive compensation peer group in January 2025, the committee determined that the existing 17-company peer group reflected below remained appropriate for fiscal year 2026.

  118. Fiscal Year 2026 Compensation Peer Group (with ticker symbol)

    Fiscal Year 2026 Compensation Peer Group (with ticker symbol)

  119. Fiscal Year 2026 Compensation Peer Group (with ticker symbol)

    | Accenture plc (ACN) | eBay Inc. (EBAY) | Mastercard Incorporated (MA) | | Adobe (ADBE) | Fidelity National Information Services, Inc. (FIS) | PayPal Holdings, Inc. (PYPL) | | Aon plc (AON) | Fiserv, Inc. (FISV) | Salesforce, Inc. (CRM) | | CGI Inc. (GIB) | Intuit Inc. (INTU) | TE Connectivity Ltd. (TEL) | | Cognizant Technology Solutions Corp. (CTSH) | Leidos Holding, Inc. (LDOS) | Visa Inc. (V) | | Discover Financial Services (DFS)(1) | Marsh & McLennan Companies, Inc. (MRSH) | |

  120. Fiscal Year 2026 Compensation Peer Group (with ticker symbol)

    | (1) Effective May 18, 2025, Discover Financial Services was acquired by Capital One Financial Corporation. |

  121. Fiscal Year 2026 Compensation Peer Group (with ticker symbol)

    In benchmarking the total cash and long-term incentive compensation for the NEOs, the committee reviewed the market compensation data from the customized peer group at its June 2025 meeting. The committee considered that, compared with the peer group, the company compares at the 51st and 64th percentiles, respectively, regarding revenue and market capitalization. Based on the four most recently reported quarters as of April 30, 2025, revenue among companies in the peer group ranged from approximately $10.2 billion to $67.2 billion, and market capitalization ranged from approximately $18.8 billion to $648.5 billion. The committee also considered third-party survey data (including the Radford McLagan Compensation Database, the Willis Towers Watson® U.S. General Industry Executive Database, and the Equilar Inc.® Top 25 Database) as reference points to understand general industry compensation practices. The committee examines compensation summaries detailing the amounts and mix of base salary, cash bonus, and long-term equity incentives for each of our NEOs, which compare the amounts and mix to competitive compensation practices. We generally target base salary, annual cash bonus and long-term equity incentives at the median of competitive compensation levels, but we will set individual executive targets above or below the median when warranted in the judgment of the committee. The degree to which target compensation for an executive ranges above or below the median competitive rate is primarily based on each executive’s skill set and experience relative to market peers. Executives who are new in their roles and therefore less experienced than market peers are typically positioned lower in the range, whereas executives with more experience in their roles may be positioned higher in the range. At the time fiscal year 2026 compensation decisions were approved by the committee, the competitive positioning of Ms. Black’s target compensation was set slightly above the median of our customized peer group.

  122. Fiscal Year 2027 Peer Group

    Fiscal Year 2027 Peer Group In January 2026, in connection with its annual review of the company’s peer group, the committee approved the removal of Discover Financial Services due to its acquisition by Capital One Financial Corporation in May 2025. No other changes were made, as the remaining 16-company peer group was determined to be appropriate based on the peer group selection criteria noted in “Compensation Review and Determination” in this CD&A.

  123. Annual Cash Bonus

    Annual Cash Bonus Overview We paid our NEOs cash bonuses for fiscal year 2026 based on the attainment of financial and strategic performance goals established at the beginning of the fiscal year. All of the company’s goals are objectively measurable and were established consistent with the committee’s long-standing methodology in setting such goals. These fiscal year 2026 goals align to the financial earnings guidance the company communicated in July 2025 for fiscal year 2026 and reflect ADP’s expectations and assumptions at that time. For each executive officer, we establish a target bonus amount, which is initially expressed as a percentage of projected year-end annual base salary. For fiscal year 2026, these target bonus percentages ranged from 150% to 200% of base salary for the NEOs. We also assign a percentage value to each bonus component of each NEO’s annual cash bonus plan and then determine the target bonus amount linked to each component. We establish these performance ranges to provide our NEOs with a strong incentive to exceed the targets. The maximum bonus payment for our NEOs is 200% of the target bonus level. There is no guaranteed minimum payment level, and no bonus is payable if threshold performance goals are not achieved. The committee establishes and approves annual target bonus objectives and award opportunities for each of our NEOs. In making these determinations, the committee considers a variety of factors, including market data, each officer’s relative level of responsibility, and the chief executive officer’s recommendations for executives other than herself. Our NEOs participated in the discussions surrounding their bonus objectives so that they could provide input and understand the expectations of each bonus plan component, but they did not participate in the setting of the target bonus award opportunities nor did they participate in the committee’s voting or deliberations regarding their individual compensation amounts. Each NEO receives a final version of his or her individualized bonus plan after it is approved by the committee. Except in extraordinary circumstances, bonus objectives are not modified during the fiscal year. The committee reviews the performance of each of our NEOs relative to his or her annual fiscal year bonus plan objectives at its regularly scheduled August meeting, which is the first meeting following the end of our fiscal year. Based on this review, the committee determines and approves the annual cash bonuses for our executive officers.

  124. Annual Cash Bonus

    | ADP 2026 Proxy Statement | 47 |

  125. Annual Cash Bonus

    NEOs’ Fiscal Year 2026 Bonuses Our fiscal year 2026 annual cash bonus plan measures consisted of (i) revenue growth, weighted at 20%, (ii) new business bookings growth, weighted at 20%, (iii) adjusted EBIT growth, weighted at 20%, (iv) client satisfaction (client retention and net promoter score targets), weighted at 15%, (v) company transformation objectives, weighted at 20%, and (vi) a paperless objective, weighted at 5%. For Ms. Black and Mr. DeSilva, fiscal year 2026 target bonuses were the same percentage of base salary as the percentage targets established in fiscal year 2025. For Messrs. Bonarti and Kutam, effective July 1, 2025, their fiscal year 2026 target bonuses percentages were increased from 100% to 150% to enhance the competitive positioning of total cash compensation. Following the conclusion of fiscal year 2026, the committee assessed the performance of the company and the strategic progress realized for the 2026 fiscal year against the NEOs’ bonus objectives. The approved annual cash bonuses are as follows:

  126. Annual Cash Bonus

    | Named Executive Officer (NEO) | Target Bonus as % of Base Salary | Target Bonus Amount | Maximum Bonus as % of Target | Actual Bonus Amount | Bonus Amount as % of Target | | Ms. Black | 200% | $2,534,000 | 200% | $2,926,800 | 115.5% | | Mr. Hadley | 150% | $975,000 | 200% | $1,126,100 | 115.5% | | Mr. Bonarti | 150% | $1,017,750 | 200% | $1,175,500 | 115.5% | | Mr. DeSilva | 150% | $1,009,200 | 200% | $1,165,600 | 115.5% | | Mr. Kutam | 150% | $897,000 | 200% | $1,036,000 | 115.5% |

  127. Annual Cash Bonus

    Fiscal Year 2026 Target Bonus Objectives The table that follows indicates the degree to which each target bonus objective for our NEOs was satisfied. The percentage of target bonus paid to each NEO is calculated as a weighted average of the percentages achieved for each individual objective. The bonus objectives were designed to reward outcomes that are aligned with the key components of our financial and strategic success, the degree to which the NEOs have responsibility for overall company performance or individual business unit results, and to provide a set of common objectives that facilitate collaborative engagement throughout the company. The committee established the following objectives for our NEOs in 2025, and the formulaic achievement levels for fiscal year 2026 are as follows:

  128. Annual Cash Bonus

    | Annual Bonus Plan Performance Measures | Weight | Threshold | Target | Stretch | Actual | Achievement | | Revenue Growth | 20% | 3.0% | 6.0% | 9.0% | 6.7% | 123.9% | | New Business Bookings Growth | 20% | 1.8% | 6.8% | 11.8% | 5.6% | 87.9% | | Adjusted EBIT Growth(1) | 20% | 3.6% | 8.6% | 13.6% | 10.2% | 132.0% | | Client Satisfaction | | | | | | | | ■ Achieve client retention goal | 10% | 91.6% | 92.0% | 92.4% | 92.1% | 137.4% | | ■ Improve client experience by demonstrating achievement of net promoter score goals | 5% | | | | | 75.0% | | Transformation | | | | | | | | ■ Reduce low value contact per client | 4% | | | | | 75.0% | | ■ Achieve digital sales goal | 4% | | | | | 80.0% | | ■ Achieve goal for percentage of adoption of generative AI | 4% | | | | | 200.0% | | ■ Achieve goal for percentage of mobile active users | 4% | | | | | 86.0% | | ■ Achieve goal for sales from new products | 4% | | | | | 200.0% | | Paperless | | | | | | | | ■ Achieve goal for percentage of paperless payments as a percent of total pays | 5% | 85.0% | 86.0% | 87.0% | 85.4% | 72.0% |

  129. Annual Cash Bonus

    | (1) Refer to the table in Appendix A for a reconciliation from net earnings to adjusted EBIT for fiscal years 2026 and 2025. |

  130. Annual Cash Bonus

    | 48 | ADP 2026 Proxy Statement |

  131. Annual Cash Bonus

    In setting target financial performance goals, we consider a variety of factors including our short- and long-range strategic plan, the annual budget reviewed by our board, and the guidance provided by management on key elements of financial performance. Achievement levels are, as a percentage of target, 50% for threshold performance, 100% for target performance, 200% for stretch performance, and 0% for below threshold performance. The targets for revenue growth and adjusted EBIT growth reflect an assumed impact of foreign currency fluctuations anticipated at the time the targets were established. For each metric described above, the award level achieved within each range, as a percentage of target, is determined by linear interpolation between the lower and upper bounds. Client Satisfaction, transformation and paperless objectives for our NEOs are aligned with our key strategic goals for fiscal year 2026. The targets for each objective are established to be challenging and rigorous and require strong performance for achievement. The targets are measurable, quantifiable goals. There is no subjectivity applied to the calculation of performance against these objectives. The calculation of performance is formulaic to reflect the proportionate level of achievement relative to the target. Targets for certain measures are considered confidential business information, disclosure of which could harm our operating performance or ability to compete. Long-Term Incentive Compensation Programs We believe that long-term incentive (“LTI”) compensation is a significant factor in attracting and retaining key executives and in aligning their interests directly with the interests of our stockholders. For fiscal year 2026, long-term incentives were awarded in the form of PSUs and RSUs, with a targeted LTI mix of 75% PSUs and 25% RSUs for all our NEOs. The committee selected these awards because they ensure that the overall long-term incentive program is predominately focused on performance-based pay delivery, closely tied to changes in stockholder value and the degree to which critical operating objectives are attained and supports our talent retention objectives. The committee may also from time to time grant discretionary awards of RSUs to our executive officers. These awards are for special situations to assist us in the recruitment, promotion or retention of executive officers and are not considered in the target allocation of total long-term incentive compensation between annual PSU and RSU awards. In fiscal year 2026, none of the NEOs received a discretionary RSU award. As part of our annual market analysis of compensation data, we compare our long-term equity incentive grant values with competitive levels. We establish target long-term incentive award values and ranges for each executive level and set the midpoints of such ranges at the market median levels. The committee reviews the target award values annually to ensure that the resulting awards remain generally consistent with our median compensation philosophy. Prior to the beginning of each fiscal year, we analyze the target PSU and RSU grant levels to confirm that our desired target long-term incentive compensation values are appropriate in the context of the compensation studies referred to under “Compensation Review and Determination” above. When comparing our desired values to these compensation studies, we look at both equity elements in total.

  132. Annual Cash Bonus

    | ADP 2026 Proxy Statement | 49 |

  133. Annual Cash Bonus

    The target long-term incentive mix approved for fiscal year 2026 grants is shown in the following chart:

  134. Annual Cash Bonus

    | CEO | Other NEOs | | | |

  135. Annual Cash Bonus

    | (1) PSUs reflect the entire PSU target award based on the three-year target opportunity. |

  136. Annual Cash Bonus

    At its June 2025 meeting, the committee approved target awards of PSUs and RSUs for all NEOs for fiscal year 2026, which were granted in September 2025. The PSU awards (based on the three-year target opportunity) will be earned and issued following the end of the three-year performance period in fiscal year 2028. The PSUs and RSUs granted for fiscal year 2026 are summarized in the table below:

  137. Annual Cash Bonus

    | Named Executive Officer (NEO) | Target PSU Award | RSU Award | Total | | Ms. Black | $17,331,750 | $5,777,250 | $23,109,000 | | Mr. Hadley | $3,656,250 | $1,218,750 | $4,875,000 | | Mr. Bonarti | $3,482,250 | $1,160,750 | $4,643,000 | | Mr. DeSilva | $3,538,500 | $1,179,500 | $4,718,000 | | Mr. Kutam | $3,603,000 | $1,201,000 | $4,804,000 |

  138. PSU Awards

    PSU Awards Our PSU program is based on financial objectives that are measured over a three-year performance period consisting of three one-year performance goals. The committee believes that the current PSU program’s combined effect of (i) measuring performance annually over the three-year performance period enables setting rigorous targets that drive accountability for the achievement of core financial metrics that are critical building blocks for sustained business success and (ii) modifying the actual number of PSUs eligible to be earned based on our three-year rTSR performance, provides the most business-focused, stockholder-aligned and holistic assessment of our long-term trajectory and performance. We believe that the three-year PSU program will further the company’s long-term financial goals by tying a substantial portion of the total compensation opportunity to multi-year performance and better promote talent retention by imposing a meaningful total vesting period. Financial performance metrics for PSU awards are based on (i) adjusted net income as the primary performance metric, weighted 67%, and (ii) revenue ex-ZMPT as the second performance metric, weighted 33%. The combination of the two metrics is intended to promote focus on both the top-line and bottom-line performance of the business. Notably, the PSU revenue metric differs materially from that used in our annual cash bonus plan because it excludes zero-margin benefits pass-throughs and therefore avoids metric duplication. The PSU performance goals and corresponding target award ranges are typically established and communicated to our executive officers (including the NEOs) in the first quarter of each respective fiscal year. After the conclusion of each fiscal year, the committee confirms the performance results and determines the award achieved for such fiscal year, as a percentage of target, based on these results by using linear interpolation between the lower and upper bounds of the applicable percentage range. Under the PSU program, after the end of the three-year performance period, the award levels achieved as a percentage of target for each of the individual three fiscal years in the applicable performance period will be averaged to obtain the overall financial metric award level earned as a percentage of target, which may range up to 175%.

  139. PSU Awards

    | 50 | ADP 2026 Proxy Statement |

  140. PSU Awards

    The PSU award performance design also includes a three-year rTSR metric that may modify the overall financial metric award level by +/- 20% based on the company’s performance versus the S&P 500; the inclusion of the rTSR metric is intended to provide accountability for the company’s stock price performance over the full three-year performance period. In order to align with the most prevalent peer market practices and encourage executives to achieve stretch goals, the maximum payout opportunity for PSU awards is 200% of target, inclusive of the rTSR modifier. However, payout will be capped at the target number of shares if the company’s absolute three-year TSR is negative. The PSU award earned will be credited with dividend equivalents from the grant date of the target award until the issuance date, assuming all dividends were reinvested in ADP stock at the time dividends are paid. The issuance of the applicable number of PSUs earned will be made in the form of shares of ADP stock in September following the conclusion of the three-year performance period. Our adjusted net income growth for fiscal year 2026 was 10.1%, which resulted in an earned award level for the fiscal 2026 performance year in the amount of 127.7% of target (weighted 67%), and our revenue ex-ZMPT growth for fiscal year 2026 was 6.6%, which resulted in an earned award level for the fiscal year 2026 performance year in the amount of 121.0% of target (weighted 33%). These achievement percentages of target are applicable to the third of three tranches of the PSU award granted for fiscal year 2024 in September 2023, the second of three tranches of the PSU award granted for fiscal year 2025 in September 2024, and the first of three tranches of the PSU award granted for fiscal year 2026 in September 2025. Further details of the performance metrics adjusted net income and revenue ex-ZMPT can be referenced above under “2026 Incentive Compensation Performance Metrics.” The adjusted net income growth and revenue ex-ZMPT growth goals were established consistent with the committee’s long-standing methodology in setting such goals and as such, align to the financial earnings guidance the company communicated in July 2025 for fiscal year 2026 and reflect ADP’s expectations and assumptions at that time. The conclusion of fiscal year 2026 also marked the end of the three-year rTSR modifier measurement period for the fiscal year 2024 PSU award, granted in September 2023. During this three-year period ending June 30, 2026, ADP’s total shareholder return was 11.5%, which resulted in a ranking at the 36.3 percentile among the S&P 500 peers, and a final rTSR modifier achievement of 89.1%.

  141. PSU Financial Metrics Performance Table

    PSU Financial Metrics Performance Table Subject to final performance assessment based on the three-year rTSR modifier (as discussed below), the following table shows the annual targets, results and awards levels achieved for fiscal 2026, as applicable to PSU awards granted in September 2023, September 2024, and September 2025, in each case as a percentage of target:

  142. PSU Financial Metrics Performance Table

    | FY | Performance Metric(1) | Weight | Threshold | Target | Stretch | Actual | Achievement(2) | | 2026 | Adjusted Net Income Growth | 67% | 3.3% | 8.3% | 13.3% | 10.1% | 127.7% | | 2026 | Revenue ex-ZMPT Growth | 33% | 2.7% | 5.7% | 8.7% | 6.6% | 121.0% | | 2025 | Adjusted Net Income Growth | 67% | 2.9% | 7.9% | 12.9% | 10.6% | 141% | | 2025 | Revenue ex-ZMPT Growth | 33% | 2.6% | 5.6% | 8.6% | 6.2% | 115% | | 2024 | Adjusted Net Income Growth | 67% | 5.5% | 10.5% | 15.5% | 11.6% | 117% | | 2024 | Revenue ex-ZMPT Growth | 33% | 4.5% | 7.5% | 10.5% | 7.48% | 99% |

  143. PSU Financial Metrics Performance Table

    | (1) Refer to the table in Appendix A for a reconciliation from net earnings to adjusted net income for fiscal years 2026, 2025 and 2024 and for a reconciliation from consolidated revenue to revenue ex-ZMPT for fiscal years 2026, 2025 and 2024. | | (2) Fiscal year 2024 achievement percentage on a weighted basis is 111% of target, which applies to the first of three tranches of the PSU award granted in September 2023. Fiscal year 2025 achievement percentage on a weighted basis is 132% of target, which applies to the second of three tranches of the PSU award granted in September 2023, and the first of three tranches of the PSU award granted in September 2024. Fiscal year 2026 achievement percentage on a weighted basis is 125.5% of target, which applies to the third of three tranches of the PSU granted in September 2023, the second of three tranches of the PSU award granted in September 2024, and the first of three tranches of the PSU award granted in September 2025. |

  144. PSU Financial Metrics Performance Table

    Award levels achieved for each fiscal year in the three-year performance period are, as a percentage of target, 50% for threshold performance, 100% for target performance, 175% for stretch performance, and 0% for below threshold performance. The award level achieved within each range, as a percentage of target, is determined by linear interpolation between the lower and upper bounds. Dividends are paid only with respect to shares of ADP stock that have been issued in connection with PSUs earned.

  145. PSU Financial Metrics Performance Table

    | ADP 2026 Proxy Statement | 51 |

  146. Relative TSR Modifier

    Relative TSR Modifier PSU awards are subject to an rTSR modifier based on performance against the S&P 500 over the full three-year performance period. The S&P 500 was chosen because the index consists of a broad group of companies that represent investors’ alternative capital investment opportunities, thereby aligning the PSU payout opportunity to the long-term investment experience of our stockholders. The rTSR measurement is based on the average of the last twenty trading days ending on the start and end of the three-year period (beginning July 1 and ending June 30). Relative performance against the S&P 500 may adjust the final three-year average payout percentage, based on achievement of adjusted net income growth and revenue ex-ZMPT growth, between 80% and 120%, as shown in the table below. Reflected in the table is the final three-year rTSR modifier performance and achievement applied to the fiscal year 2024 PSU award.

  147. Relative TSR Modifier

    | Relative TSR Performance (Percentile Rank) | | | Modifier Adjustment Achieved | |

  148. Relative TSR Modifier

    | (1) rTSR for the fiscal year 2024 PSU award, granted in September 2023, was measured against the S&P 500 over the period beginning July 1, 2023 and ending June 30, 2026. |

  149. Relative TSR Modifier

    The maximum payout opportunity for PSU awards inclusive of the modifier adjustment is capped at 200% of target, however, the payout opportunity is capped at 100% if our company’s absolute three-year TSR is negative. The final rTSR assessment for the awards granted September 2024 and September 2025 will not be completed until June 30, 2027 and June 30, 2028 respectively.

  150. Fiscal Year 2024 PSU Award Achievement

    Fiscal Year 2024 PSU Award Achievement Based on the aforementioned performance levels of the fiscal year 2024 PSU award, the final award level earned as a percentage of target was 109.4%, as reflected in the table that follows.

  151. Fiscal Year 2024 PSU Award Achievement

    | Financial Metric Weighted Achievement(1) 111% FY 2024 132% FY 2025 125.5% FY 2026 | 122.8% Three-Year Average Financial Achievementx | 89.1% Three-Year rTSR Modifier Achievement | = | 109.4% Final Payout Achievement |

  152. Fiscal Year 2024 PSU Award Achievement

    | (1) Weighted achievement for each fiscal year is based on 67% adjusted net income performance and 33% revenue ex-ZMPT performance. |

  153. Time-Based Restricted Stock Units

    Time-Based Restricted Stock Units For fiscal year 2026, we granted RSUs to our executive officers, which vest ratably over three years, and allow for a portion of our NEOs’ LTI compensation to be more predictable from a realized value perspective, while being directly tied to the stockholder experience. We determine target award ranges based on our annual review of our long-term incentive compensation programs. The committee may, from time to time, grant RSU awards to our executive officers that are outside of the annual grant cycle. These grants assist us in the recruitment, promotion and retention of executive officers and, while used only occasionally, are important in building our leadership team and succession strategy. In fiscal year 2026, none of the NEOs were granted RSUs outside of the annual grant cycle.

  154. Time-Based Restricted Stock Units

    | 52 | ADP 2026 Proxy Statement |

  155. Time-Based Restricted Stock Units

    Other Compensation Components and Considerations In addition to the compensation components discussed above and the opportunity to participate in the same Employees’ Savings-Stock Purchase Plan and health and welfare benefits available to our U.S. associates generally, we offer our executive officers retirement benefits, deferred compensation, limited perquisites, and change in control and severance protection. We believe these additional benefits are fair, competitive, consistent with our overall compensation philosophy and designed to ensure that we can effectively retain our executive officers as well as effectively compete for executive talent.

  156. Change in Control Arrangements

    Change in Control Arrangements The Automatic Data Processing, Inc. Change in Control Severance Plan for Corporate Officers is designed to: (i) retain our corporate officers (including the NEOs) and (ii) align their interests with our stockholders’ interests so that they can consider transactions that are in the best interests of our stockholders and maintain their focus without concern regarding how any such transaction might personally affect them. Our Change in Control Severance Plan for Corporate Officers is described in more detail below under “Potential Payments To Named Executive Officers Upon Termination or Change in Control.” Under this plan, our chief executive officer is entitled to severance equal to two times base salary and bonus upon termination of employment without cause or with good reason, while our other NEOs are entitled to severance equal to one and one-half times base salary and bonus. We believe that a higher severance multiple for our chief executive officer is needed in order to attract and retain the individual we believe is best suited for the position. Our chief executive officer is the individual the public and our stockholders most closely identify as the face of the company. The chief executive officer has the greatest individual impact on our success and faces the greatest personal financial risks when the company takes risks. Our Change in Control Severance Plan for Corporate Officers also provides that the vesting of all unvested equity awards would be accelerated under qualifying termination scenarios based on a “double-trigger” in which payments of cash and vesting of equity awards occur only if termination of employment without cause or by a participant for good reason occurs during the two-year period after a change in control.

  157. Corporate Officer Severance Plan

    Corporate Officer Severance Plan ADP’s Corporate Officer Severance Plan is for purposes of involuntary terminations other than for cause in the absence of a change in control. This plan is designed to: (i) attract and retain executive officers by providing a level of protection against involuntary job loss, (ii) provide an appropriate level of benefit to enable executive officers to transition to new employment, and (iii) as permitted by applicable law, secure a release and waiver of claims and compliance with restrictive covenants such as non-compete, non-solicitation, etc. Our Corporate Officer Severance Plan is described in more detail below under “Potential Payments To Named Executive Officers Upon Termination or Change in Control.” In the event of a qualifying termination (i.e., an involuntary termination by the company without cause), executive officers are eligible to receive 18 months of base salary continuation (24 months for the chief executive officer), prorated bonus for year of termination, and continuation of vesting of equity awards during the salary continuation period, subject to proration in respect of certain performance-based equity awards. The severance formulas we use for executive officers are each designed to provide the level of temporary replacement income we feel is appropriate for that position.

  158. Compensation and Management Development Committee of the Board of Directors

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Maria Black President and Chief Executive Officer | 2026 | $1,267,000 | $0 | $20,671,694 | $0 | $2,926,800 | $8,991 | $578,392 | $25,452,877 | | | 2025 | $1,224,000 | $0 | $14,791,040 | $0 | $2,621,800 | $16,761 | $483,591 | $19,137,192 | | | 2024 | $1,200,000 | $0 | $11,102,069 | $0 | $2,983,200 | $7,888 | $573,628 | $15,866,785 | | Peter J. Hadley Chief Financial Officer | 2026 | $650,000 | $0 | $2,819,674 | $0 | $1,126,100 | $2,688 | $194,080 | $4,792,542 | | Michael A. Bonarti Chief Administrative Officer | 2026 | $678,500 | $0 | $4,624,410 | $0 | $1,175,500 | $68,445 | $203,899 | $6,750,754 | | | 2025 | $655,600 | $0 | $4,049,051 | $0 | $702,100 | $136,013 | $176,751 | $5,719,515 | | | 2024 | $642,700 | $0 | $3,638,626 | $0 | $798,900 | $28,439 | $167,353 | $5,276,018 | | Joseph DeSilva EVP, North America and Chief of Operations | 2026 | $672,800 | $0 | $4,613,750 | $0 | $1,165,600 | $5,745 | $209,808 | $6,667,703 | | | 2025 | $631,000 | $0 | $3,629,276 | $0 | $870,200 | $11,436 | $167,169 | $5,309,081 | | | 2024 | $600,000 | $0 | $2,808,497 | $0 | $745,800 | $5,034 | $152,419 | $4,311,750 | | Sreeni Kutam President, Global Product and Innovation | 2026 | $598,000 | $0 | $4,551,763 | $0 | $1,036,000 | $2,696 | $168,427 | $6,356,886 | | | 2025 | $577,800 | $0 | $3,665,306 | $0 | $618,800 | $4,301 | $157,138 | $5,023,345 |

  159. Compensation and Management Development Committee of the Board of Directors

    | (1) Amounts set forth in the Stock Awards column represent the aggregate grant date fair value of awards granted in fiscal years 2026, 2025 and 2024 computed in accordance with FASB ASC Topic 718, disregarding estimates of forfeitures related to service-based vesting conditions. For additional information about the assumptions used in these calculations, see Note 11 to our audited consolidated financial statements for the fiscal year ended June 30, 2026 included in our annual report on Form 10-K for the fiscal year ended June 30, 2026. The amounts shown in the Stock Awards column in respect of performance-based stock units (“PSUs”) reflect the grant date fair value of such awards based upon the probable outcome of the performance condition as of the grant date. The awards for fiscal year 2026 are comprised of PSUs and time-based restricted stock units (“RSUs”) for all NEOs. Consistent with the requirements of ASC Topic 718, the amounts relating to the PSUs for fiscal year 2026 represent the sum of (i) the grant date fair value of the third of three tranches of PSUs granted in September 2023, (ii) the grant date fair value of the second of three tranches of PSUs granted in September 2024 and (iii) the grant date fair value of the first of three tranches of PSUs granted in September 2025. | | The awards for fiscal year 2025 are comprised of PSUs and RSUs for all NEOs. Consistent with the requirements of ASC Topic 718, the amounts relating to the PSUs for fiscal year 2025 represent the sum of (i) the grant date fair value of the third of three tranches of PSUs granted in September 2022, (ii) the grant date fair value of the second of three tranches of PSUs granted in September 2023 and (iii) the grant date fair value of the first of three tranches of PSUs granted in September 2024, and additionally, for Ms. Black and Mr. Kutam, the grant date fair value of the third of three tranches of PSUs granted in January 2023 (in light of their promotions), in each case, reflecting that the performance goal(s) for the tranches was established in fiscal year 2025. | | The awards for fiscal year 2024 are comprised of PSUs and RSUs for all NEOs. Consistent with the requirements of ASC Topic 718, the amounts relating to the PSUs for fiscal year 2024 represent the sum of (i) the grant date fair value of the third of three tranches of PSUs granted in September 2021, (ii) the grant date fair value of the second of three tranches of PSUs granted in September 2022 and (iii) the grant date fair value of the first of three tranches of PSUs granted in September 2023, and additionally for Ms. Black and Mr. DeSilva, the grant date fair value of the third of three tranches of PSUs granted in January 2022 (in light of their promotions), and additionally, for Ms. Black, the grant date fair value of the second of three tranches of PSUs granted in January 2023 (in light of her promotion to CEO), in each case, reflecting that the performance goal(s) for the tranches was established in fiscal year 2024. | | For PSUs granted in fiscal years 2024, 2025, and 2026, tranches are linked to adjusted net income and revenue ex-ZMPT goals, and include a relative TSR modifier at the end of the respective three-year performance period. Remaining tranches of PSUs granted in fiscal year 2026 will be linked to adjusted net income and revenue ex-ZMPT goals for fiscal years 2027 and 2028, respectively, and will be reported in the Summary Compensation Table in such fiscal years. The remaining tranche of PSUs granted in fiscal year 2025 will be linked to adjusted net income and revenue ex-ZMPT goals for fiscal year 2027, and will be reported in such fiscal year. The grant date fair value of the PSUs granted in fiscal years 2026, 2025, and 2024, respectively, assuming achievement of the maximum level of performance are: Ms. Black, $29,789,488, $21,068,602, and $14,237,313; Mr. Hadley, $3,202,084; Mr. Bonarti, $6,927,702, $5,988,494, and $4,987,310; Mr. DeSilva, $6,868,680, $5,120,802, and $3,609,314; and Mr. Kutam, $6,701,530 and $5,408,622. | | (2) Performance-based bonuses paid under the annual cash bonus plan are shown in this column. A discussion of our annual cash bonus plan may be found in our Compensation Discussion and Analysis under “Cash Compensation - Annual Cash Bonus.” |

  160. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 57 |

  161. Compensation and Management Development Committee of the Board of Directors

    | (3) Amounts shown reflect the aggregate increase during the last fiscal year in the present value of the executive’s benefit under our tax-qualified cash balance pension plan, the Automatic Data Processing, Inc. Pension Retirement Plan, and our non-qualified supplemental retirement plan, the Supplemental Officers Retirement Plan (“SORP”). Our SORP was frozen as of July 1, 2019. Therefore, actual accrued SORP benefits will not change going forward. However, the Change in Pension Value disclosed in column (h) will fluctuate from year-to-year, reflecting annual changes in the underlying discount rates and mortality rates. There were no above-market or preferential earnings on nonqualified deferred compensation. The Pension Retirement Plan and the SORP provide benefits in the form of a lump sum and/or an annuity. We calculated the present value as of June 30, 2023 based on the Pri-2012 mortality table projected generationally using scale MP-2021 (with a white collar adjustment for the SORP only), a 3.50% interest crediting rate for the pension retirement plan, and a 5.10% discount rate; the present value as of June 30, 2024 is based on the Pri-2012 mortality table projected generationally using scale MP-2021 (with a white collar adjustment for the SORP only), a 3.70% interest crediting rate for the pension retirement plan, and a 5.40% discount rate; the present value as of June 30, 2025 is based on the Pri-2012 mortality table projected generationally using scale MP-2021 (with a white collar adjustment for the SORP only), a 3.85% interest crediting rate for the pension retirement plan, and a 5.35% discount rate; and the present value as of June 30, 2026 is based on the Pri-2012 mortality table projected generationally using scale MP-2021 (with a white collar adjustment for the SORP only), a 3.95% interest crediting rate for the pension retirement plan, and a 5.55% discount rate. | | (4) Please refer to the All Other Compensation for Fiscal Year 2026 table below for further information. |

  162. Compensation and Management Development Committee of the Board of Directors

    All Other Compensation for Fiscal Year 2026

  163. Compensation and Management Development Committee of the Board of Directors

    | Name | Other Benefits(1) | Tax Payments(2) | Matching Charitable Contributions(3) | Total | | Maria Black | $558,392 | $0 | $20,000 | $578,392 | | Peter J. Hadley | $155,915 | $13,165 | $25,000 | $194,080 | | Michael A. Bonarti | $171,399 | $0 | $32,500 | $203,899 | | Joseph DeSilva | $169,808 | $0 | $40,000 | $209,808 | | Sreeni Kutam | $144,827 | $0 | $23,600 | $168,427 |

  164. Compensation and Management Development Committee of the Board of Directors

    | (1) Other Benefits include: | | (a) Actual cost to the company of leasing automobiles (and covering related maintenance, registrations and insurance fees) used for personal travel: Ms. Black $18,633; Mr. Hadley, $12,901; Mr. Bonarti, $18,748; Mr. DeSilva, $21,796; and Mr. Kutam, $13,264. | | (b) Matching contributions to the company’s 401(k) Plan (available to the company’s associates generally): Ms. Black, $21,300; Mr. Hadley, $21,300; Mr. Bonarti, $21,300; Mr. DeSilva, $21,300; and Mr. Kutam, $21,300. Company contributions pursuant to the Automatic Data Processing, Inc. Executive Retirement Plan (“ERP”) for ERP participants (which include amounts that were earned for fiscal year 2026 but not yet credited to the participants’ accounts): Ms. Black, $314,204; Mr. Hadley, $120,788; Mr. Bonarti, $127,020; Mr. DeSilva, $125,772; and Mr. Kutam, $109,420. | | (c) Life insurance and accidental death and dismemberment premiums paid by the company (available to the company’s associates generally): Ms. Black, $940; Mr. Hadley, $916; Mr. Bonarti, $940; Mr. DeSilva, $940; and Mr. Kutam, $843. | | (d) Personal travel on company-provided aircraft with respect to Ms. Black, with an aggregate incremental cost incurred by the company of $203,315. Our board of directors has adopted a policy that requires Ms. Black (in her capacity as chief executive officer) to use company-provided aircraft for all business and personal travel. Incremental cost is calculated by multiplying the personal flight time including empty aircraft positioning time, by the aircraft’s hourly variable operating cost. Variable operating cost includes maintenance, fuel, cleaning, landing fees, flight fees, catering, and crew travel expenses, including hotels, meals and transportation. Ms. Black is responsible for any income taxes related to personal use. | | (e) Amount paid by the company on behalf of the executives and their spouses or significant others who accompanied them in connection with company events sponsored by the company: Mr. Bonarti, $3,391. | | (f) For Mr. Hadley, includes $10 related to rewards earned under the company’s voluntary health and wellness program (available to the company’s associates generally). | | (g) Certain NEOs are also provided with elevated or preferential status with travel partners based on the company’s procurement business relationship, with no incremental cost incurred by the company. | | (2) For Mr. Hadley, reflects the incremental cost to the company of tax-related payments associated with his previous expatriate assignment in Singapore that concluded at the end of fiscal year 2023. Tax payments are in accordance with the company’s standard policies and available to all associates in the company’s relocation program. | | (3) Effective through December 31, 2025, reflects matching charitable contributions made by the ADP Foundation in an amount not to exceed $20,000 in a calendar year in respect of any given US-based named executive officer’s charitable contributions for that calendar year. During fiscal year 2026, the matching contributions program calendar was revised and further details can be referenced in the “Perquisites” section of the CD&A. Amounts may exceed $20,000 because, while matching charitable contributions were limited to $20,000 in a calendar year through December 31, 2025, this table reflects matching charitable contributions for the fiscal year ended June 30, 2026. In addition, in fiscal year 2026, the ADP Foundation offered an additional match of up to a maximum of $20,000 for any donations made on Giving Tuesday. |

  165. Compensation and Management Development Committee of the Board of Directors

    | 58 | ADP 2026 Proxy Statement |

  166. Compensation and Management Development Committee of the Board of Directors

    Grants of Plan-Based Awards Table for Fiscal Year 2026

  167. Compensation and Management Development Committee of the Board of Directors

    | | Grant Date(1) | Date of Corporate Action(1) | Plan Under which Grant was Made(2) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units # | All Other Option Awards: Number of Securities Underlying Options # | Exercise or Base Price of Option Awards ($/ Share) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | | | Threshold $ | Target $ | Maximum $ | Threshold # | Target # | Maximum # | | | | | | (a) | (b) | (bb) | | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Maria Black | | | Cash Bonus | $0 | $2,534,000 | $5,068,000 | | | | | | | | | | 9/1/2025 | 8/6/2025 | PSU(5) | | | | 6,369 | 12,739 | 25,477 | | | | $4,290,383 | | | 9/1/2025 | 8/6/2025 | PSU(6) | | | | 7,199 | 14,399 | 28,797 | | | | $4,827,153 | | | 9/1/2025 | 8/6/2025 | PSU(7) | | | | 9,359 | 18,718 | 37,435 | | | | $5,777,208 | | | 9/1/2025 | 6/5/2025 | RSU | | | | | | | 19,000 | | | $5,776,950 | | Peter J. Hadley | | | Cash Bonus | $0 | $975,000 | $1,950,000 | | | | | | | | | | 9/1/2025 | 8/6/2025 | PSU(5) | | | | 210 | 420 | 840 | | | | $141,456 | | | 9/1/2025 | 8/6/2025 | PSU(6) | | | | 359 | 719 | 1,437 | | | | $240,933 | | | 9/1/2025 | 8/6/2025 | PSU(7) | | | | 1,974 | 3,948 | 7,897 | | | | $1,218,653 | | | 9/1/2025 | 6/5/2025 | RSU | | | | | | | 4,008 | | | $1,218,632 | | Michael A. Bonarti | | | Cash Bonus | $0 | $1,017,750 | $2,035,500 | | | | | | | | | | 9/1/2025 | 8/6/2025 | PSU(5) | | | | 1,643 | 3,286 | 6,573 | | | | $1,106,837 | | | 9/1/2025 | 8/6/2025 | PSU(6) | | | | 1,784 | 3,568 | 7,137 | | | | $1,196,284 | | | 9/1/2025 | 8/6/2025 | PSU(7) | | | | 1,880 | 3,761 | 7,521 | | | | $1,160,730 | | | 9/1/2025 | 6/5/2025 | RSU | | | | | | | 3,817 | | | $1,160,559 | | Joseph DeSilva | | | Cash Bonus | $0 | $1,009,200 | $2,018,400 | | | | | | | | | | 9/1/2025 | 8/6/2025 | PSU(5) | | | | 1,548 | 3,096 | 6,192 | | | | $1,042,733 | | | 9/1/2025 | 8/6/2025 | PSU(6) | | | | 1,808 | 3,616 | 7,231 | | | | $1,212,152 | | | 9/1/2025 | 8/6/2025 | PSU(7) | | | | 1,911 | 3,821 | 7,643 | | | | $1,179,455 | | | 9/1/2025 | 6/5/2025 | RSU | | | | | | | 3,879 | | | $1,179,410 | | Sreeni Kutam | | | Cash Bonus | $0 | $897,000 | $1,794,000 | | | | | | | | | | 9/1/2025 | 8/6/2025 | PSU(5) | | | | 1,574 | 3,147 | 6,295 | | | | $1,060,022 | | | 9/1/2025 | 8/6/2025 | PSU(6) | | | | 1,625 | 3,251 | 6,501 | | | | $1,089,786 | | | 9/1/2025 | 8/6/2025 | PSU(7) | | | | 1,946 | 3,891 | 7,782 | | | | $1,200,957 | | | 9/1/2025 | 6/5/2025 | RSU | | | | | | | 3,950 | | | $1,200,998 |

  168. Compensation and Management Development Committee of the Board of Directors

    | (1) The grant dates shown in column (b) of the table were determined pursuant to FASB ASC Topic 718. The dates shown in column (bb) are the dates on which our compensation and management development committee set target award amounts under the PSU program and approved the RSU award amounts. | | (2) PSU refers to our performance-based stock unit awards granted under our 2018 Omnibus Award Plan. RSU refers to our time-based restricted stock unit awards granted under our 2018 Omnibus award plan. | | (3) No payouts will be made if actual performance is below threshold level. | | (4) We computed the grant date fair value of each PSU and RSU award shown in column (l) in accordance with FASB ASC Topic 718, disregarding estimates of forfeitures related to service-based vesting conditions. For additional information about the assumptions used in these calculations, see Note 11 to our audited consolidated financial statements for the fiscal year ending June 30, 2026 included in our annual report on Form 10-K for the fiscal year ended June 30, 2026. | | (5) Consistent with the requirements of ASC Topic 718, the amount represents the third of three tranches of the PSU award that was granted in September 2023 for which the grant date fair value was established in September 2025. The units earned from this award will be paid out in September 2026. | | (6) Consistent with the requirements of ASC Topic 718, the amount represents the second of three tranches of the PSU award that was granted in September 2024 for which the grant date fair value was established in September 2025. The units earned from this award will be paid out in September 2027. | | (7) Consistent with the requirements of ASC Topic 718, the amount represents the first of three tranches of the PSU award that was granted in September 2025 for which the grant date fair value was established in September 2025. The units earned from this award will be paid out in September 2028. |

  169. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 59 |

  170. Compensation and Management Development Committee of the Board of Directors

    Restricted Stock Units/Performance Stock Units We grant restricted stock units under our amended and restated 2018 Omnibus Award Plan (“2018 Omnibus Award Plan”). Restricted stock unit (“RSU”) awards vest over periods determined by our compensation and management development committee (the “committee”). We also grant performance-based stock unit (“PSU”) awards to our senior executives which vest based on financial objectives that are measured over a three-year performance cycle comprised of three one-year performance periods, subject to a relative total shareholder return modifier measured over the full three-year performance cycle. Recipients of RSU awards whose home country is the United States are entitled to receive dividend equivalents, payable in cash, in respect of all unvested RSUs. Recipients of PSU awards receive dividend equivalents with respect to the target number of shares of stock subject to the PSUs, from the grant date of the target award until the issuance date, and assuming all dividend equivalents were reinvested in ADP stock at the time regular dividends are paid. Such reinvested dividend equivalents are distributed only with respect to shares of ADP stock that have been issued in connection with PSUs earned. We require that participants agree to be bound by a restrictive covenant containing non-compete, non-solicitation, and confidentiality obligations as a condition to the grant of RSUs and PSUs, as permitted by applicable law. Awards of RSUs and PSUs may receive different vesting treatment outside the standard schedule for certain events as described below. For RSUs:

  171. Compensation and Management Development Committee of the Board of Directors

    | ■ | if after reaching January 1 of the fiscal year of the grant date, a participating senior executive’s employment with the company is terminated due to retirement (defined as voluntary termination of employment at or after age 55 with 10 years of service), such senior executive will be entitled to continued vesting of the RSUs in accordance with the normal vesting schedule set forth in the applicable award agreement (or accelerated vesting on the termination date for senior executives with a home country outside the United States). If a participant’s employment is terminated due to death or disability, vesting is accelerated on the termination date. |

  172. Compensation and Management Development Committee of the Board of Directors

    For PSUs:

  173. Compensation and Management Development Committee of the Board of Directors

    | ■ | if after reaching January 1 of the fiscal year of the grant date, a participant’s employment with the company is terminated prior to the expiration of the performance period due to retirement (defined as voluntary termination of employment at or after age 65, or age 55 with 10 years of service), a participant will be entitled to receive continued vesting of the PSUs, subject to adjustment based on actual performance achievement, with settlement of such PSUs (if any) occurring in accordance with the normal vesting schedule set forth in the applicable award agreement. If, after reaching January 1 of the fiscal year of the grant date, a participant’s employment with the company is terminated prior to the expiration of the performance period due to death or disability (or if such participant’s death or disability occurs after retirement), a participant will be entitled to receive on the date of such death or disability accelerated vesting of the PSUs earned for such performance period (assuming 100% achievement for each measurement year in the performance period not completed prior to the participant’s death or disability, inclusive of the modifier metric). |

  174. Compensation and Management Development Committee of the Board of Directors

    Except as described above or as otherwise determined by the committee (or, in the case of PSUs, as specified in an applicable award agreement), the unvested portion of any RSUs and all outstanding PSUs, including any applicable dividend equivalents, are forfeited without consideration upon the participant’s termination of employment. RSU and PSU awards under our 2018 Omnibus Award Plan allow (or require, in cases of financial restatement under our Clawback Policy, as appropriate) the committee to cause a recipient’s award to be forfeited, and to require the recipient to pay to the company any gain realized on the award, if the recipient engages in an activity that is in conflict with or adverse to the company’s interests, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or if the recipient violates a restrictive covenant.

  175. Compensation and Management Development Committee of the Board of Directors

    | 60 | ADP 2026 Proxy Statement |

  176. Compensation and Management Development Committee of the Board of Directors

    Stock Options Starting with fiscal year 2023, we no longer grant stock options. Previously, we granted stock options under our 2018 Omnibus Award Plan with an exercise price equal to our closing stock price on the date of grant. Prior to the approval of the 2018 Omnibus Award Plan by our stockholders in November 2018, we granted stock options under our previous amended and restated 2008 Omnibus Award Plan (the “Prior Plan”). No option may be exercised after the expiration of its ten-year term, and awards generally vest over a 4-year period. We require that participants agree to be bound by a restrictive covenant containing non-compete, non-solicitation, and confidentiality obligations as a condition to the grant, as permitted by applicable law. Stock options granted under our 2018 Omnibus Award Plan become fully vested and exercisable upon the death or disability of an option holder who (i) is an active employee, (ii) satisfied the company’s retirement criteria and retired on or after age 55 with 10 years of service (“Normal Retirement”), or (iii) retired in the previous twelve months on or after age 55 with between five and 10 years of service. Stock options will continue to vest following a Normal Retirement that occurs after the first anniversary of an option’s grant date. Vested options granted under our 2018 Omnibus Award Plan (and Prior Plan, as applicable) may generally be exercised for up to 60 days following an option holder’s termination of employment with the company (or per past company practice, the severance end date, if later), provided that:

  177. Compensation and Management Development Committee of the Board of Directors

    | ■ | option holders who retire on or after Normal Retirement will have 37 months following retirement (or per past company practice, the severance end date, if later) to exercise their vested options (subject to extension in the case of subsequent death); | | ■ | option holders who retire on or after age 55 with between five and 10 years of service will have 12 months following retirement (or per past company practice, the severance end date, if later) to exercise their vested options (subject to extension in the case of subsequent death); | | ■ | option holders who die or become disabled on or after eligibility for Normal Retirement will have 36 months following their death or disability to exercise their vested options (subject to extension in the case of subsequent death following a disability); and | | ■ | option holders who were not eligible for Normal Retirement on the date of death or disability will have 12 months following their death or disability to exercise their vested options (subject to extension in the case of subsequent death following a disability). |

  178. Compensation and Management Development Committee of the Board of Directors

    Stock option awards under our 2018 Omnibus Award Plan (and Prior Plan, as applicable) allow our committee to cause a recipient’s award to be forfeited, and to require the recipient to pay to the company any option gain, if the recipient engages in an activity that is in conflict with or adverse to the company’s interests, including but not limited to fraud or conduct contributing to any financial restatements or irregularities, or if the recipient violates a restrictive covenant.

  179. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 61 |

  180. Compensation and Management Development Committee of the Board of Directors

    Outstanding Equity Awards for Fiscal Year-End 2026

  181. Compensation and Management Development Committee of the Board of Directors

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Maria Black | 9/1/2023 | | | | | 4,692 | $1,050,773 | | | | | 9/1/2024 | | | | | 10,286 | $2,303,550 | | | | | 9/1/2025 | | | | | 19,000 | $4,255,050 | | | | | 9/1/2024 | | | | | | | 37,077 | $8,303,297 | | | 9/1/2025 | | | | | | | 23,491 | $5,260,736 | | Peter J. Hadley | 9/1/2019 | 1,487 | | $169.84 | 8/31/2029 | | | | | | | 9/1/2020 | 2,144 | | $138.53 | 8/31/2030 | | | | | | | 9/1/2021 | 1,487 | | $206.86 | 8/31/2031 | | | | | | | 9/1/2023 | | | | | 155 | $34,712 | | | | | 9/1/2024 | | | | | 514 | $115,110 | | | | | 9/1/2025 | | | | | 4,008 | $897,592 | | | | | 9/1/2024 | | | | | | | 1,851 | $414,434 | | | 9/1/2025 | | | | | | | 4,955 | $1,109,708 | | Michael A. Bonarti | 9/1/2021 | 6,812 | | $206.86 | 8/31/2031 | | | | | | | 9/1/2023 | | | | | 1,155 | $258,662 | | | | | 9/1/2024 | | | | | 2,432 | $544,647 | | | | | 9/1/2025 | | | | | 3,817 | $854,817 | | | | | 9/1/2024 | | | | | | | 9,188 | $2,057,755 | | | 9/1/2025 | | | | | | | 4,720 | $1,056,963 | | Joseph DeSilva | 9/1/2023 | | | | | 1,141 | $255,527 | | | | | 9/1/2024 | | | | | 2,583 | $578,463 | | | | | 9/1/2025 | | | | | 3,879 | $868,702 | | | | | 9/1/2024 | | | | | | | 9,310 | $2,085,051 | | | 9/1/2025 | | | | | | | 4,796 | $1,074,013 | | Sreeni Kutam | 9/1/2020 | 4,848 | | $138.53 | 8/31/2030 | | | | | | | 9/1/2021 | 7,380 | | $206.86 | 8/31/2031 | | | | | | | 9/1/2023 | | | | | 909 | $203,628 | | | | | 9/1/2024 | | | | | 2,215 | $496,144 | | | | | 9/1/2025 | | | | | 3,950 | $884,603 | | | | | 9/1/2024 | | | | | | | 8,370 | $1,874,566 | | | 9/1/2025 | | | | | | | 4,883 | $1,093,594 |

  182. Compensation and Management Development Committee of the Board of Directors

    | (1) Market value based on the June 30, 2026 closing price of our common stock of $223.95 per share. | | (2) The amount shown for the PSU awards granted on September 1, 2024 include only units relating to two thirds of the full target award for which adjusted net income and revenue ex-ZMPT goals have been established, and reflects the number of units earned based on performance against the related goals for fiscal years 2025 and 2026. The amount shown for the PSU award granted on September 1, 2025 includes units relating to one third of the full target award for which adjusted net income and revenue ex-ZMPT goals have been established, and reflects the number of units earned based on performance against the related goals for fiscal year 2026. All amounts exclude accrued dividend equivalents. In each case, the amounts shown are subject to potential reduction based on our actual TSR performance over the entire three-fiscal-year period ending June 30, 2027 and June 30, 2028, respectively. In addition, the PSU awards are subject to a relative TSR modifier, which may increase or decrease the amounts earned based on performance against the S&P 500 for the three-fiscal-year period ending June 30, 2027 for the September 1, 2024 PSU award, and ending June 30, 2028 for the September 1, 2025 PSU award. |

  183. Compensation and Management Development Committee of the Board of Directors

    | 62 | ADP 2026 Proxy Statement |

  184. Compensation and Management Development Committee of the Board of Directors

    Outstanding Equity Vesting Schedule for Fiscal Year-End 2026

  185. Compensation and Management Development Committee of the Board of Directors

    | | Option Awards | | Stock Awards | | | | Grant Date | Vesting from Grant date | Grant or Award Date | Vesting Schedule | | Maria Black | | | 9/1/2023 | 33% vested on 9/1/2024 | | | | | | 33% vested on 9/1/2025 | | | | | | 33% vests on 9/1/2026 | | | | | 9/1/2024 | 100% vests on 6/30/2027 | | | | | 9/1/2024 | 33% vested on 9/1/2025 | | | | | | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | | | 9/1/2025 | 100% vests on 6/30/2028 | | | | | 9/1/2025 | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | | | | 33% vests on 9/1/2028 | | Peter J. Hadley | 9/1/2019 | 25% vested on 9/1/2020 | 9/1/2023 | 33% vested on 9/1/2024 | | | | 25% vested on 9/1/2021 | | 33% vested on 9/1/2025 | | | | 25% vested on 9/1/2022 | | 33% vests on 9/1/2026 | | | | 25% vested on 9/1/2023 | 9/1/2024 | 100% vests on 6/30/2027 | | | | | 9/1/2024 | 33% vested on 9/1/2025 | | | 9/1/2020 | 25% vested on 9/1/2021 | | 33% vests on 9/1/2026 | | | | 25% vested on 9/1/2022 | | 33% vests on 9/1/2027 | | | | 25% vested on 9/1/2023 | 9/1/2025 | 100% vests on 6/30/2028 | | | | 25% vested on 9/1/2024 | 9/1/2025 | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | 9/1/2021 | 25% vested on 9/1/2022 | | 33% vests on 9/1/2028 | | | | 25% vested on 9/1/2023 | | | | | | 25% vested on 9/1/2024 | | | | | | 25% vested on 9/1/2025 | | | | Michael A. Bonarti | 9/1/2021 | 25% vested on 9/1/2022 | 9/1/2023 | 33% vested on 9/1/2024 | | | | 25% vested on 9/1/2023 | | 33% vested on 9/1/2025 | | | | 25% vested on 9/1/2024 | | 33% vests on 9/1/2026(1) | | | | 25% vested on 9/1/2025 | 9/1/2024 | 100% vests on 6/30/2027 | | | | | 9/1/2024 | 33% vested on 9/1/2025 | | | | | | 33% vests on 9/1/2026(2) | | | | | | 33% vests on 9/1/2027(2) | | | | | 9/1/2025 | 100% vests on 6/30/2028 | | | | | 9/1/2025 | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | | | | 33% vests on 9/1/2028 |

  186. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 63 |

  187. Compensation and Management Development Committee of the Board of Directors

    | | Option Awards | | Stock Awards | | | | Grant Date | Vesting from Grant date | Grant or Award Date | Vesting Schedule | | Joseph DeSilva | | | 9/1/2023 | 33% vested on 9/1/2024 | | | | | | 33% vested on 9/1/2025 | | | | | | 33% vests on 9/1/2026 | | | | | 9/1/2024 | 100% vests on 6/30/2027 | | | | | 9/1/2024 | 33% vested on 9/1/2025 | | | | | | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | | | 9/1/2025 | 100% vests on 6/30/2028 | | | | | 9/1/2025 | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | | | | 33% vests on 9/1/2028 | | Sreeni Kutam | 9/1/2020 | 25% vested on 9/1/2021 | 9/1/2023 | 33% vested on 9/1/2024 | | | | 25% vested on 9/1/2022 | | 33% vested on 9/1/2025 | | | | 25% vested on 9/1/2023 | | 33% vests on 9/1/2026(1) | | | | 25% vested on 9/1/2024 | | | | | 9/1/2021 | 25% vested on 9/1/2022 | | | | | | 25% vested on 9/1/2023 | 9/1/2024 | 100% vests on 6/30/2027 | | | | 25% vested on 9/1/2024 | 9/1/2024 | 33% vested on 9/1/2025 | | | | 25% vested on 9/1/2025 | | 33% vests on 9/1/2026(2) | | | | | | 33% vests on 9/1/2027(2) | | | | | 9/1/2025 | 100% vests on 6/30/2028 | | | | | 9/1/2025 | 33% vests on 9/1/2026 | | | | | | 33% vests on 9/1/2027 | | | | | | 33% vests on 9/1/2028 |

  188. Compensation and Management Development Committee of the Board of Directors

    | (1) Outstanding balances were reduced on December 13, 2024 for Mr. Bonarti, and on December 12, 2025 for Mr. Kutam, in order to satisfy tax withholding obligations associated with becoming eligible for full continued vesting upon separation from the company due to retirement, pursuant to the terms of the September 1, 2023 RSU award agreements. | | (2) Outstanding balances were reduced on December 12, 2025 in order to satisfy tax withholding obligations associated with becoming eligible for full continued vesting upon separation from the company due to retirement, pursuant to the terms of the September 1, 2024 RSU award agreements. |

  189. Compensation and Management Development Committee of the Board of Directors

    | 64 | ADP 2026 Proxy Statement |

  190. Compensation and Management Development Committee of the Board of Directors

    Option Exercises and Stock Vested Table for Fiscal Year 2026

  191. Compensation and Management Development Committee of the Board of Directors

    | | Option Awards | | Stock Awards(6) | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | (a) | (b) | (c) | (d) | (e) | | Maria Black(1) | 7,721 | $718,611 | 49,477 | $14,901,498 | | Peter J. Hadley(2) | 0 | $0 | 2,499 | $755,051 | | Michael A. Bonarti(3) | 0 | $0 | 17,878 | $5,397,072 | | Joseph DeSilva(4) | 1,987 | $188,328 | 11,553 | $3,492,434 | | Sreeni Kutam(5) | 0 | $0 | 15,140 | $4,558,646 |

  192. Compensation and Management Development Committee of the Board of Directors

    | (1) Ms. Black exercised options to purchase 7,721 shares on September 2, 2025 with an exercise price of $206.86 and a weighted average market price of $299.93. She acquired 36,586 shares with a market price of $301.64 on August 6, 2025; 11,740 shares with a market price of $304.05 on September 1, 2025; and 1,151 shares with a market price of $257.23 on January 1, 2026. | | (2) Mr. Hadley acquired 1,927 shares with a market price of $301.64 on August 6, 2025; and 572 shares with a market price of $304.05 on September 1, 2025. | | (3) Mr. Bonarti acquired 14,202 shares with a market price of $301.64 on August 6, 2025; and 3,559 shares with a market price of $304.05 on September 1, 2025. The Number of Shares Acquired on Vesting column includes 117 shares withheld on December 12, 2025, with a market price of $266.10, in order to satisfy tax withholding obligations associated with becoming eligible for full continued vesting upon separation from the company due to retirement, pursuant to the terms of the September 1, 2024 RSU award agreement. | | (4) Mr. DeSilva exercised options to purchase 1,987 shares on September 2, 2025 with an exercise price of $206.86 and a market price of $301.64. He acquired 8,419 shares with a market price of $301.64 on August 6, 2025; and 3,134 shares with a market price of $304.05 on September 1, 2025. | | (5) Mr. Kutam acquired 11,884 shares with a market price of $301.64 on August 6, 2025; 2,834 shares with a market price of $304.05 on September 1, 2025; and 260 shares with a market price of $266.02 on January 11, 2026. The Number of Shares Acquired on Vesting column includes 163 shares withheld on December 12, 2025, with a market price of $266.10, in order to satisfy tax withholding obligations associated with becoming eligible for full continued vesting upon separation from the company due to retirement, pursuant to the terms of the January 11, 2023, September 1, 2023 and September 1, 2024 RSU award agreements. | | (6) For the number of shares acquired on vesting, fractional shares issued have been rounded to the nearest whole number. |

  193. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 65 |

  194. Compensation and Management Development Committee of the Board of Directors

    Pension Benefits for Fiscal Year 2026

  195. Compensation and Management Development Committee of the Board of Directors

    | Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit(2)(3)(4) | Payments During Last Fiscal Year | | (a) | (b) | (c) | (d) | (e) | | Maria Black | Automatic Data Processing, Inc. Pension Retirement Plan | 27.05 | $222,687 | $0 | | Peter J. Hadley | Automatic Data Processing, Inc. Pension Retirement Plan | 11.80 | $65,153 | $0 | | Michael A. Bonarti | Automatic Data Processing, Inc. Pension Retirement Plan | 28.50 | $397,487 | $0 | | | Supplemental Officers Retirement Plan | 16.00 | $1,714,839 | $0 | | Joseph DeSilva | Automatic Data Processing, Inc. Pension Retirement Plan | 21.50 | $146,975 | $0 | | Sreeni Kutam | Automatic Data Processing, Inc. Pension Retirement Plan | 11.50 | $62,098 | $0 |

  196. Compensation and Management Development Committee of the Board of Directors

    | (1) Consists of the number of years of service credited as of June 30, 2026 for the purpose of determining benefit service under the applicable pension plan. Credited service is defined in the Supplemental Officers Retirement Plan as the number of months elapsed from the later of a participant’s entry into the plan and January 1, 1989 and subject, in the case of vesting, to a schedule set forth in the Supplemental Officers Retirement Plan. Executives must be selected for participation in the Supplemental Officers Retirement Plan. Credited service under the Pension Retirement Plan is defined as elapsed time of employment with the company starting on January 1 following the completion of six months of service. | | (2) The Pension Retirement Plan and Supplemental Officers Retirement Plan provide benefits in the form of a lump sum and/or an annuity. We calculated a present value of the executive’s benefit using an interest crediting rate, a discount rate and a mortality assumption. We calculated the actuarial present values of accumulated benefits as of June 30, 2026 under the Pension Retirement Plan and the Supplemental Officers Retirement Plan using the Pri-2012 mortality table projected generationally using scale MP-2021 (with a white collar adjustment for the Supplemental Officers Retirement Plan only), a 3.95% interest crediting rate for the Pension Retirement Plan, and a 5.55% discount rate. | | (3) Cash balances under the Pension Retirement Plan are included in the present values shown for the Pension Retirement Plan in column (d) and at June 30, 2026 are as follows: Ms. Black, $269,248; Mr. Hadley, $77,605; Mr. Bonarti, $423,241; Mr. DeSilva, $181,657; and Mr. Kutam $71,293. | | (4) The present values of accumulated benefits for the Pension Retirement Plan and the Supplemental Officers Retirement Plan were determined based on the retirement at age of 65 (normal retirement age under these Plans). |

  197. Compensation and Management Development Committee of the Board of Directors

    Automatic Data Processing, Inc. Pension Retirement Plan The Pension Retirement Plan (“Pension Retirement Plan”) is a tax-qualified defined benefit plan covering U.S. employees of the company. The Pension Retirement Plan was closed to new participants as of January 2015 and was frozen as of July 1, 2020. Participants retained their accrued benefit as of June 30, 2020 with no future accruals due to pay and/or service. Accounts continue to earn interest based upon the ten-year U.S. Treasury constant maturity rates. A participant must have three years of service to receive any benefit. Prior to the freeze, the company credited participants’ notional accounts with annual contributions which were determined based upon base salary and years of service. The contributions ranged from 2.1% to 10% of base salary. Compensation used to determine the benefits in any given year is limited to calendar year base salary up to the IRS compensation limit in effect for the plan year. Effective as of July 1, 2020, the matching contribution under our 401(k) Plan for participants impacted by the Pension Retirement Plan freeze was increased to $1.00 for every $1.00 a participant contributes up to 6% of eligible pay. Previously, Pension Retirement Plan participants received a 401(k) matching contribution of up to $.70 for every $1.00 up to 6% of eligible pay. The compensation and management development committee approved these changes in 2020 to align our retirement programs to the market.

  198. Compensation and Management Development Committee of the Board of Directors

    | 66 | ADP 2026 Proxy Statement |

  199. Compensation and Management Development Committee of the Board of Directors

    Supplemental Officers Retirement Plan The company sponsors a Supplemental Officers Retirement Plan (“SORP”), which is a non-qualified defined benefit plan that pays a lump sum or an annuity upon retirement. Eligible participants include certain NEOs. Since July 1, 2019, the SORP has been frozen. Participants retain their accrued benefit as of June 30, 2019 with no future accruals due to pay and/ or service. The SORP was previously closed to new entrants in January 2014. On August 14, 2008, our board of directors approved amendments to the SORP, which implemented changes to the SORP benefits formula and the early retirement factors, in each case, used for any active employee not already earning a benefit by January 1, 2008 or any participant who had not attained age 50 by January 1, 2009, as well as changes relating to the forms of benefit available for all current and future participants. On November 10, 2009, our board of directors approved additional amendments effective January 1, 2010, to provide that for both benefit accrual and vesting credit, service will be determined based on the number of months elapsed from the later of a participant’s entry into the plan and January 1, 1989, and subject, in the case of vesting, to a schedule set forth in the SORP, and also provide that effective after December 31, 2009, our chief executive officer would no longer be able to grant service credit in his/her discretion to SORP participants who are involuntarily terminated or who receive severance from the company. All participants must have at least five years of service to receive any benefit under the SORP. After 10 years of service, a participant will qualify for the full annual benefit. We refer to the percentage of the benefit that has been earned by a participant as the “vested percentage.” The vested percentage is determined using a schedule set forth in the SORP. SORP benefits begin on the earliest of (i) the later of attainment of age 60 and the first day of the seventh month following separation from service, (ii) disability, and (iii) death. Participants can receive their benefits in the form of a single life annuity, a 25%, 50%, 75%, or 100% joint and survivor annuity with a beneficiary, or a ten-year certain and life annuity. Subject to rules required under Section 409A of the Internal Revenue Code, participants may generally also elect to have either 25% or 50% of their benefits paid in a single lump sum. A participant who terminates employment by reason of disability is eligible to receive an unreduced benefit payable as of the participant’s termination. Upon the death of a participant, the participant’s surviving spouse or other designated beneficiary is eligible to receive a 50% survivor benefit, payable as a life annuity or, if elected, a guaranteed payment for 120 months only. The amount of the annual benefit is determined by multiplying the participant’s final average annual pay by a factor of 2%, the number of years of service (up to 20 years), and the participant’s vested percentage. For participants with more than 20 years of service only, added to that first amount will be an amount determined by multiplying the participant’s final average annual pay by a factor of 1%, up to five additional years of service, and the participant’s vested percentage. Final average annual pay will be based on salary, bonuses, and incentive payment awards, excluding any stock-based awards. The maximum annual plan benefit that may be paid will be limited to 45% of a participant’s final average annual pay. A participant whose benefit payments begin before the first day of the month on or after the participant’s 65th birthday will receive payments reduced at a rate of 4/12 of 1% per month for each month (up to 36 months) by which the participant’s benefit commencement precedes the participant’s 65th birthday, and, if applicable, further reduced at a rate of 5/12 of 1% for each month by which the benefit commencement precedes the participant’s 62nd birthday. If within 24 months after a participant’s employment terminates he or she violates the non-competition provisions of any agreement such participant has entered into with the company, such participant will forfeit all of his or her benefits under the SORP. Deferred Compensation Program Under the ADP Deferred Compensation Plan, all U.S. executives of the company (including the NEOs) can defer all or a portion of their annual cash bonuses, which may be allocated to notional investments selected by the participant. Participants can choose to invest their notional account in any of the investment funds that closely mirror the investment options available in the company’s 401(k) Plan. Deferrals made prior to 2015 could have been invested in a fixed income fund, which is adjusted each fiscal year, and was 4.50% for fiscal year 2026. The company does not match deferrals by the NEOs or otherwise contribute any amounts to their deferred compensation accounts.

  200. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 67 |

  201. Compensation and Management Development Committee of the Board of Directors

    Each participant has the option of making a one-time election changing the timing and/or the form of distributions from his or her account. Any such change must comply with the “redeferral rules” in effect under Section 409A of the Internal Revenue Code and may be used only to delay the timing and/or change the number of payments to be received. Participants may elect to receive payments of their deferred funds either in a lump sum payment or in installments. However, in the event of death, disability, or termination of employment prior to age 65, or age 55 with 10 years of service, payments are made in a lump sum regardless of a participant’s election. Deferred funds and the earnings on such deferrals made for fiscal year 2005 and later may be distributed to a participant following separation from service only after a six-month delay. Distributions are subject to federal, state, and local income taxes on both the principal amount and investment earnings at the ordinary income rate in the year in which such payments are made. Executive Retirement Plan The Automatic Data Processing, Inc. Executive Retirement Plan (“ERP”) is a non-qualified defined contribution plan that provides supplemental retirement benefits in excess of amounts available under the company’s other tax-qualified and non-qualified retirement plans. NEOs and other U.S. corporate officers of the company are eligible to participate in the ERP and are automatically enrolled. When our SORP was frozen effective July 1, 2019, Mr. Bonarti, who participated in the SORP, was automatically enrolled in the ERP. The ERP provides an annual contribution equal to 8% of total salary and bonus, less any contributions provided in the same plan year by the company’s other qualified and non-qualified retirement plans. Company contributions are credited to a participant’s account following the end of the applicable plan year. Participants can choose to invest their notional account in any of the investment funds that closely mirror the investment options available in the company’s 401(k) Plan. A participant’s account will be 100% vested after three years of continuous service with the company, or upon death or disability. A participant will forfeit all of his or her benefits under the ERP if the participant’s employment is terminated for cause or if, while employed, or within 24 months after a participant’s employment terminates, he or she violates a non-competition, non-solicitation or non-disclosure provision of any agreement between the participant and the company. Participants may elect to receive distributions from the ERP either in a lump sum payment or in annual installments. Each participant has the option of making a one-time election to change the form of distribution from his or her account. Any such change must comply with the rules in effect under Section 409A of the Internal Revenue Code. Contributions and earnings on such contributions are distributed to a participant following separation from service only after a six-month delay. However, in the event of death or if, upon separation from service a participant’s account balance is less than $50,000, payments are made in a lump sum regardless of a participant’s election. Retirement and Savings Restoration Plan The Automatic Data Processing, Inc. Retirement and Savings Restoration Plan (“RSRP”) is a non-qualified defined contribution plan that provides supplemental retirement benefits that are lost under ADP’s 401(k) Plan on account of the compensation limit under Section 401(a)(17) of the Internal Revenue Code (“Code”). All U.S. executives of the company, excluding NEOs and other corporate officers who are eligible for the ERP, are eligible to participate in the RSRP and are automatically enrolled. Mr. Hadley was a participant in the RSRP prior to becoming a corporate officer and his subsequent automatic enrollment in the ERP. The RSRP provides an annual contribution equal to the maximum employer contribution that can be provided in ADP’s 401(k) Plan without regard to the compensation limit under Section 401(a)(17) of the Code, less the maximum employer contribution that can be provided in ADP’s 401(k) Plan. Company contributions are credited to a participant’s account following the end of the applicable plan year. Participants can choose to invest their notional account in any of the investment funds that closely mirror the investment options available in the company’s 401(k) Plan. A participant’s account will be 100% vested after three years of continuous service with the company, or upon death or disability. A participant will forfeit all of his or her benefits under the RSRP if the participant’s employment is terminated for cause or if, while employed, or within 24 months after a participant’s employment terminates, he or she violates a non-competition, non-solicitation or non-disclosure provision of any agreement between the participant and the company.

  202. Compensation and Management Development Committee of the Board of Directors

    | 68 | ADP 2026 Proxy Statement |

  203. Compensation and Management Development Committee of the Board of Directors

    Participants may elect to receive distributions from the RSRP either in a lump sum payment or in annual installments. Each participant has the option of making a one-time election to change the form of distribution from his or her account. Any such change must comply with the rules in effect under Section 409A of the Internal Revenue Code. Contributions and earnings on such contributions are distributed to a participant following separation from service only after a six-month delay. However, in the event of death or if, upon separation from service a participant’s account balance is less than $50,000, or if, separation of service occurs prior to age 55, payments are made in a lump sum regardless of a participant’s election. Non-Qualified Deferred Compensation for Fiscal Year 2026

  204. Compensation and Management Development Committee of the Board of Directors

    | Name | Plan Name | Executive Contributions in 2026 | Registrant Contributions in 2026(1) | Aggregate Earnings in 2026(2) | Aggregate Balance at June 30, 2026(3) | | (a) | | (b) | (c) | (d) | (f) | | Maria Black | ADP Executive Retirement Plan | $0 | $288,384 | $52,567 | $1,539,724 | | Peter J. Hadley | ADP Deferred Compensation Plan | $70,000 | $0 | $111,829 | $778,633 | | | ADP Executive Retirement Plan | $0 | $40,888 | $22,299 | $177,103 | | | ADP Retirement and Savings Restoration Plan | $0 | $0 | $7,710 | $52,539 | | Michael A. Bonarti | ADP Executive Retirement Plan | $0 | $88,532 | $120,152 | $774,993 | | Joseph DeSilva | ADP Deferred Compensation Plan | $25,000 | $0 | $117,202 | $688,420 | | | ADP Executive Retirement Plan | $0 | $101,528 | $96,510 | $580,859 | | Sreeni Kutam | ADP Executive Retirement Plan | $0 | $75,536 | $120,261 | $734,077 |

  205. Compensation and Management Development Committee of the Board of Directors

    | (1) For Mr. Hadley, column (b) excludes a deferral under the Deferred Compensation Plan of $125,000 of the annual bonus earned in fiscal year 2026 ($1,126,100), that is disclosed in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column and will be deposited in September 2026. The amounts listed in column (c) exclude company contributions earned during fiscal year 2026 for the Executive Retirement Plan that will be deposited in January 2027. These earned amounts are included in the fiscal year 2026 Summary Compensation Table, and can be referenced in footnote 1(b) of the All Other Compensation Table. | | (2) The earnings amounts are not reported as compensation in fiscal year 2026 in the Summary Compensation Table, as they do not represent above-market or preferential earnings on deferred compensation. | | (3) The amounts listed in column (f) reflect each NEO’s aggregate balance at June 30, 2026, which is equal to the balance at June 30, 2025, increased by the NEO’s actual contributions and earnings in fiscal year 2026. The following amounts were previously reported as compensation in the Summary Compensation Table for previous years for the Executive Retirement Plan: Ms. Black, $1,209,123; Mr. Bonarti, $268,027; Mr. DeSilva, $249,908; and Mr. Kutam, $74,878; for the Deferred Compensation Plan: Mr. DeSilva, $70,000. |

  206. Compensation and Management Development Committee of the Board of Directors

    | ADP 2026 Proxy Statement | 69 |

  207. Compensation and Management Development Committee of the Board of Directors

    | Potential Payments to Named Executive Officers Upon Termination or Change in Control | |

  208. Potential Payments Upon Termination or Change in Control for Maria Black

    Potential Payments Upon Termination or Change in Control for Maria Black

  209. Potential Payments Upon Termination or Change in Control for Maria Black

    | | Termination Following Change In Control | Death | Disability | Involuntary Termination Without Cause | Retirement | | Termination Payment | $8,110,800(1) | $0 | $0 | $2,534,000(2) | $0 | | RSUs(3) | $7,609,373 | $7,609,373 | $7,609,373 | $6,190,874 | $0 | | PSUs(4) | $22,714,254 | $25,710,441 | $25,710,441 | $25,710,441 | $0 | | Total | $38,434,427 | $33,319,814 | $33,319,814 | $34,435,315 | $0 |

  210. Potential Payments Upon Termination or Change in Control for Maria Black

    | (1) Represents payment of two times each of (i) the highest rate of annual salary during the calendar year in which employment terminates or the year immediately prior to the termination ($1,267,000) and (ii) the average annual bonus for the two most recently completed calendar years ($2,788,400). | | (2) Represents an amount equal to two times annual salary ($1,267,000). In addition, Ms. Black would receive a prorated bonus for fiscal year 2026, which upon a termination on June 30, 2026, would equal $2,926,800, which is shown in the Summary Compensation Table for fiscal year 2026. | | (3) Amounts in the Termination Following Change In Control, Death, and Disability columns represent the vesting of RSU awards in full. Amount in the Involuntary Termination Without Cause column represents the vesting of RSU awards for an additional 24 months. | | (4) Amount in the Termination Following Change In Control column represents amount attributable to the fiscal years 2025 and 2026 PSU programs assuming performance goals of these programs will be achieved at 100% target rate. Amounts in the Death, Disability, and Involuntary Termination Without Cause columns represent the sum of (a) the full fiscal year 2025 PSU awards based on performance goals achieved at 132% target rate for fiscal year 2025, at 125.5% target rate for fiscal year 2026, and an assumed achievement at target rate for fiscal year 2027 plus (b) the full fiscal year 2026 PSU award based on performance goals achieved at 125.5% target rate for fiscal year 2026 and an assumed achievement at target rate for fiscal years 2027 and 2028. The amount actually payable upon an involuntary termination without cause would be determined based on actual achievement of the performance goals under the fiscal years 2025 and 2026 PSU awards. All amounts include accrued dividend equivalents through June 30, 2026. |

  211. Potential Payments Upon Termination or Change in Control for Maria Black

    | 72 | ADP 2026 Proxy Statement |

  212. Potential Payments Upon Termination or Change in Control for Peter J. Hadley

    Potential Payments Upon Termination or Change in Control for Peter J. Hadley

  213. Potential Payments Upon Termination or Change in Control for Peter J. Hadley

    | | Termination Following Change In Control | Death | Disability | Involuntary Termination Without Cause | Retirement | | Termination Payment | $1,650,938(1) | $0 | $0 | $975,000(2) | $0 | | RSUs(3) | $1,047,414 | $1,047,414 | $1,047,414 | $1,047,414 | $0 | | PSUs(4) | $3,182,883 | $3,506,608 | $3,506,608 | $3,506,608 | $0 | | Total | $5,881,235 | $4,554,022 | $4,554,022 | $5,529,022 | $0 |

  214. Potential Payments Upon Termination or Change in Control for Peter J. Hadley

    | (1) Represents payment of 1.5 times each of (i) the highest rate of annual salary during the calendar year in which employment terminates or the year immediately prior to the termination ($650,000) and (ii) the average annual bonus for the two most recently completed calendar years ($450,625). | | (2) Represents an amount equal to 1.5 times annual salary ($650,000). In addition, Mr. Hadley would receive a prorated bonus for fiscal year 2026, which upon a termination on June 30, 2026, would equal $1,126,100, which is shown in the Summary Compensation Table for fiscal year 2026. | | (3) Amounts in all columns, except Retirement, represent the vesting of RSU awards in full. | | (4) Amount in the Termination Following Change In Control column represents amount attributable to the fiscal years 2025 and 2026 PSU programs assuming performance goals of these programs will be achieved at 100% target rate. Amounts in the Death, Disability, and Involuntary Termination Without Cause columns represent the sum of (a) the full fiscal year 2025 PSU awards based on performance goals achieved at 132% target rate for fiscal year 2025, at 125.5% target rate for fiscal year 2026, and an assumed achievement at target rate for fiscal year 2027 plus (b) the full fiscal year 2026 PSU awards based on performance goals achieved at 125.5% target rate for fiscal year 2026 and an assumed achievement at target rate for fiscal years 2027 and 2028. The amount actually payable upon an involuntary termination without cause and retirement would be determined based on actual achievement of the performance goals under the fiscal years 2025 and 2026 PSU awards. All amounts include accrued dividend equivalents through June 30, 2026. |

  215. Potential Payments Upon Termination or Change in Control for Michael A. Bonarti

    Potential Payments Upon Termination or Change in Control for Michael A. Bonarti

  216. Potential Payments Upon Termination or Change in Control for Michael A. Bonarti

    | | Termination Following Change In Control | Death | Disability | Involuntary Termination Without Cause | Retirement | | Termination Payment | $2,284,725(1) | $0 | $0 | $1,017,750(2) | $0 | | RSUs(3) | $1,658,126 | $1,658,126 | $1,658,126 | $1,658,126 | $1,658,126 | | PSUs(4) | $5,032,204 | $5,723,992 | $5,723,992 | $5,723,992 | $5,732,992 | | Supplemental Officers Retirement Plan | $0 | $0 | $408,531(5) | $0 | $0 | | Health Coverage(6) | $89,000 | $0 | $89,000 | $89,000 | $89,000 | | Total | $9,064,055 | $7,382,118 | $7,879,649 | $8,488,868 | $7,471,118 |

  217. Potential Payments Upon Termination or Change in Control for Michael A. Bonarti

    | (1) Represents payment of 1.5 times each of (i) the highest rate of annual salary during the calendar year in which employment terminates or the year immediately prior to the termination ($678,500) and (ii) the average annual bonus for the two most recently completed calendar years ($844,650). | | (2) Represents an amount equal to 1.5 times annual salary ($678,500). In addition, Mr. Bonarti would receive a prorated bonus for fiscal year 2026, which upon a termination on June 30, 2026, would equal $1,175,500, which is shown in the Summary Compensation Table for fiscal year 2026. | | (3) Amounts in all columns represent the vesting of RSU awards in full. | | (4) Amount in the Termination Following Change In Control column represents amount attributable to the fiscal years 2025 and 2026 PSU programs assuming performance goals of these programs will be achieved at 100% target rate. Amounts in the Death, Disability, Involuntary Termination Without Cause, and Retirement columns represent the sum of (a) the full fiscal year 2025 PSU award based on performance goals achieved at 132% target rate for fiscal year 2025, at 125.5% target rate for fiscal year 2026, and an assumed achievement at target rate for fiscal year 2027 plus (b) the full fiscal year 2026 PSU award based on performance goals achieved at 125.5% target rate for fiscal year 2026 and an assumed achievement at target rate for fiscal years 2027 and 2028. The amount actually payable upon an involuntary termination without cause and retirement would be determined based on actual achievement of the performance goals under the fiscal years 2025 and 2026 PSU awards. All amounts include accrued dividend equivalents through June 30, 2026. | | (5) Represents the present value of the incremental benefit using the Pri-2012 mortality table projected generationally using scale MP-2021 (with a white collar adjustment) and a 5.55% discount rate, assuming disability occurring on June 30, 2026. | | (6) Represents the present value of Mr. Bonarti’s health coverage under our retiree medical plan using a discount rate of 5.32% and a medical inflation rate beginning at 7.43% for 2026-2027 and ultimately settling at 4.0% by 2051. |

  218. Potential Payments Upon Termination or Change in Control for Michael A. Bonarti

    | ADP 2026 Proxy Statement | 73 |

  219. Potential Payments Upon Termination or Change in Control for Joseph DeSilva

    Potential Payments Upon Termination or Change in Control for Joseph DeSilva

  220. Potential Payments Upon Termination or Change in Control for Joseph DeSilva

    | | Termination Following Change In Control | Death | Disability | Involuntary Termination Without Cause | Retirement | | Termination Payment | $2,378,625(1) | $0 | $0 | $1,009,200(2) | $0 | | RSUs(3) | $1,702,692 | $1,702,692 | $1,702,692 | $1,413,125 | $0 | | PSUs(4) | $5,106,285 | $5,807,872 | $5,807,872 | $5,338,071 | $0 | | Total | $9,187,602 | $7,510,564 | $7,510,564 | $7,760,396 | $0 |

  221. Potential Payments Upon Termination or Change in Control for Joseph DeSilva

    | (1) Represents payment of 1.5 times each of (i) the highest rate of annual salary during the calendar year in which employment terminates or the year immediately prior to the termination ($672,800) and (ii) the average annual bonus for the two most recently completed calendar years ($912,950). | | (2) Represents an amount equal to 1.5 times annual salary ($672,800). In addition, Mr. DeSilva would receive a prorated bonus for fiscal year 2026, which upon a termination on June 30, 2026, would equal $1,165,600, which is shown in the Summary Compensation Table for fiscal year 2026. | | (3) Amounts in the Termination Following Change In Control, Death, and Disability columns represent the vesting of RSU awards in full. Amount in the Involuntary Termination Without Cause column represents the vesting of RSU awards for an additional 18 months. | | (4) Amount in the Termination Following Change In Control column represents amount attributable to the fiscal years 2025 and 2026 PSU programs assuming performance goals of these programs will be achieved at 100% target rate. Amounts in the Death and Disability columns represent the sum of (a) the full fiscal year 2025 PSU award based on performance goals achieved at 132% target rate for fiscal year 2025, at 125.5% target rate for fiscal year 2026, and an assumed achievement at target rate for fiscal year 2027 plus (b) the full fiscal year 2026 PSU award based on performance goals achieved at 125.5% target rate for fiscal year 2026 and an assumed achievement at target rate for fiscal years 2027 and 2028. Amount in the Involuntary Termination Without Cause column represents the sum of (x) the full fiscal year 2025 PSU award based on performance goals achieved at 132% target rate for fiscal year 2025, at 125.5% target rate for fiscal year 2026, and an assumed achievement at target rate for fiscal year 2027 plus (y) five sixths of the full fiscal year 2026 PSU award based on performance goals achieved at 125.5% target rate for fiscal year 2026 and an assumed achievement at target rate for fiscal years 2027 and 2028. The amount actually payable upon an involuntary termination without cause would be determined based on actual achievement of the performance goals under the fiscal years 2025 and 2026 PSU awards. All amounts include accrued dividend equivalents through June 30, 2026. |

  222. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    Potential Payments Upon Termination or Change in Control for Sreeni Kutam

  223. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | | Termination Following Change In Control | Death | Disability | Involuntary Termination Without Cause | Retirement | | Termination Payment | $2,013,675(1) | $0 | $0 | $897,000(2) | $0 | | RSUs(3) | $1,584,375 | $1,584,375 | $1,584,375 | $1,584,375 | $1,584,375 | | PSUs(4) | $4,900,436 | $5,557,517 | $5,557,517 | $5,557,517 | $5,557,517 | | Health Coverage(5) | $182,000 | $0 | $182,000 | $182,000 | $182,000 | | Total | $8,680,486 | $7,141,892 | $7,323,892 | $8,220,892 | $7,323,892 |

  224. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (1) Represents payment of 1.5 times each of (i) the highest rate of annual salary during the calendar year in which employment terminates or the year immediately prior to the termination ($598,000) and (ii) the average annual bonus for the two most recently completed calendar years ($744,450). | | (2) Represents an amount equal to 1.5 times annual salary ($598,000). In addition, Mr. Kutam would receive a prorated bonus for fiscal year 2026, which upon a termination on June 30, 2026, would equal $1,036,000, which is shown in the Summary Compensation Table for fiscal year 2026. | | (3) Amounts in all columns represent the vesting of RSU awards in full. | | (4) Amount in the Termination Following Change In Control column represents amount attributable to the fiscal years 2025 and 2026 PSU programs assuming performance goals of these programs will be achieved at 100% target rate. Amounts in the Death, Disability, Involuntary Termination Without Cause, and Retirement columns represent the sum of (a) the full fiscal year 2025 PSU award based on performance goals achieved at 132% target rate for fiscal year 2025, at 125.5% target rate for fiscal year 2026, and an assumed achievement at target rate for fiscal year 2027 plus (b) the full fiscal year 2026 PSU award based on performance goals achieved at 125.5% target rate for fiscal year 2026 and an assumed achievement at target rate for fiscal years 2027 and 2028. The amount actually payable upon an involuntary termination without cause and retirement would be determined based on actual achievement of the performance goals under the fiscal years 2025 and 2026 PSU awards. All amounts include accrued dividend equivalents through June 30, 2026. | | (5) Represents the present value of Mr. Kutam’s health coverage under our retiree medical plan using a discount rate of 5.32% and a medical inflation rate beginning at 7.43% for 2026-2027 and ultimately settling at 4.0% by 2051. |

  225. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | 74 | ADP 2026 Proxy Statement |

  226. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | CEO Pay Ratio | |

  227. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    In accordance with the requirements set forth by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Pay Ratio Rule”), we are providing the following information to disclose the annual compensation of our CEO, Ms. Black, compared to the annual compensation of the median associate of our workforce (not including Ms. Black). For fiscal year 2026, an estimate of this ratio is 363:1, and is based on Ms. Black’s 2026 Summary Compensation Table total of $25,452,877 and the 2026 total of our median associate of $70,118. To arrive at the ratio and calculate the median associate’s compensation, we first identified our active global workforce as of April 1, 2026, inclusive of full-time, part-time, and temporary workers, which consisted of 67,681 associates (excluding our CEO). Consistent with permitted adjustments allowed under the Pay Ratio Rule, we then applied the de minimis exemption to exclude all associates in the Philippines (2,695), totaling approximately 4% of the associate population. After applying the exemption, we ranked the remaining associate population based on annualized gross earnings, as reflected in our global payroll records, for the period covering April 1, 2025 through March 31, 2026. For associates located outside the home jurisdiction of our CEO, the United States, annualized gross earnings were converted to U.S. dollars using an average daily foreign exchange rate over the same time period. The median associate was then identified, and the associate’s compensation was calculated using the same methodology used to calculate the compensation of our NEOs, as reflected in the Summary Compensation Table on page 57. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. We believe that our calculated ratios are reasonable estimates calculated in a manner consistent with the pay ratio disclosure requirements. The executive compensation philosophy and principles set forth on page 44 also underlie the company’s overall compensation program for employees. Pay ratios reported by other companies, including those within our peer group and industry, may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. This information is being provided for the purposes of compliance with the pay ratio disclosure requirement. Neither the compensation and management development committee nor management of the company used the pay ratio measure in making compensation decisions.

  228. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | ADP 2026 Proxy Statement | 75 |

  229. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | Pay Versus Performance | |

  230. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    In accordance with the requirements set forth by the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Pay vs. Performance rule”), the following illustrations provide the relationship between compensation actually paid (“CAP”) to our Principal Executive Officer(s) (“PEO”), the average CAP to our NEOs other than our PEO(s) (“Other NEOs”), and the performance of certain financial measures. The manner of calculating CAP and the comparisons to financial performance measures reflected herein are done in compliance with the Pay vs. Performance rule and do not reflect compensation earned or targeted during the applicable fiscal years for our PEOs and Other NEOs. This information is being provided for the purposes of compliance with the pay versus performance disclosure requirement. Neither the compensation and management development committee nor management of the company used the requirements set forth in the rule when making compensation decisions. For further information on how our compensation programs are evaluated and linked to company performance, please refer to our Compensation Discussion and Analysis on page 37.

  231. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation Table Total for First PEO(1) | Compensation Actually Paid to First PEO(2) | Summary Compensation Table Total for Second PEO(1) | Compensation Actually Paid to Second PEO(2) | Average Summary Compensation Table Total for Other NEOs(1) | Average Compensation Actually Paid to Other NEOs(2) | ADP Total Shareholder Return(3) | NASDAQ Dividend Achievers Select Index Total Shareholder Return(3) | GAAP Net Income ($ Millions)(4) | Adjusted Net Income Growth(5) | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2026 | $25,452,877 | $12,128,171 | N/A | N/A | $6,141,971 | $2,827,878 | $125.83 | $167.49 | $4,413.5 | 10.1% | | 2025 | $19,137,192 | $31,938,998 | N/A | N/A | $6,006,648 | $12,210,427 | $168.60 | $145.86 | $4,079.7 | 10.6% | | 2024 | $15,866,785 | $17,756,034 | N/A | N/A | $7,347,445 | $11,488,820 | $127.84 | $125.81 | $3,752.0 | 11.6% | | 2023 | $19,364,071 | $26,898,138 | $10,682,318 | $12,343,419 | $5,417,958 | $6,497,636 | $115.09 | $109.08 | $3,412.0 | 16.0% | | 2022 | $20,827,092 | $35,664,536 | N/A | N/A | $5,999,336 | $6,409,005 | $107.75 | $94.15 | $2,948.9 | 16.4% |

  232. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (1) The dollar amounts reported in columns (b) and (d) are the amounts of total compensation reported for our PEOs and the average of the amounts of total compensation reported for our Other NEOs in the “Total” column of the Summary Compensation Table as reported for each respective fiscal year. | | | Our PEOs and Other NEOs for each fiscal year include the following: | | | ■ | 2026: Ms. Black as PEO; and Messrs. Bonarti, DeSilva, Hadley, and Kutam as Other NEOs | | ■ | 2025: Ms. Black as PEO; and Messrs. Bonarti, DeSilva, Kutam, John Ayala, and Don McGuire as Other NEOs. | | ■ | 2024: Ms. Black as PEO; and Messrs. Ayala, Bonarti, DeSilva, McGuire, and Carlos Rodriguez as Other NEOs. | | ■ | 2023: Mr. Rodriguez as first PEO and Ms. Black as second PEO; and Messrs. Ayala, Bonarti, DeSilva, McGuire, and Donald Weinstein as Other NEOs. | | ■ | 2022: Mr. Rodriguez as PEO; and Ms. Black and Kathleen Winters, and Messrs. Ayala, McGuire, and Weinstein as Other NEOs. |

  233. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (2) The dollar amounts reported in columns (c) and (e) represent “compensation actually paid” to our PEOs and the average of the “compensation actually paid” to our Other NEOs, and are calculated in accordance with SEC rules, with adjustments to the values reported in the Summary Compensation Table as set forth below in footnote 6. The fair values for stock and option awards are calculated in accordance with FASB ASC Topic 718 and include the application of actual performance achievement modifiers for performance-based stock awards as of the end of each respective fiscal year. Assumptions used for determining the fair values did not materially differ from those disclosed as of the original grant date. |

  234. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (3) Represents cumulative total shareholder return of a $100 fixed investment in the company, and in the NASDAQ Dividend Achievers Select Index, respectively, beginning on June 30, 2021 and ending on June 30 of each respective fiscal year. |

  235. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (4) Reflects reported GAAP net income (net earnings) in the company’s Statements of Consolidated Comprehensive Income on Form 10-K for fiscal years 2026, 2025, 2024, 2023, and 2022. |

  236. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (5) Our company selected measure is adjusted net income growth, which is the most heavily weighted performance metric in the long-term incentive compensation program. The impact of certain items are excluded from the final results of adjusted net income growth as approved by the compensation and management development committee and can be referenced on page 40 for fiscal year 2026. Our adjusted net income measure also excludes the impact of certain one-time charges and benefits reflecting specific items that are not fundamental to our underlying business operations. Refer to the table in Appendix A for further detail on these items and a reconciliation from net earnings to adjusted net income for fiscal years 2026, 2025, and 2024. |

  237. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | 76 | ADP 2026 Proxy Statement |

  238. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | (6) The following table reflects the adjustments made to compensation reported in the Summary Compensation Table (“SCT”) for our PEO and Other NEOs in fiscal year 2026 in order to calculate compensation actually paid. |

  239. Potential Payments Upon Termination or Change in Control for Sreeni Kutam

    | | PEO | | Other NEOs Average | | | Compensation Actually Paid | 2026 | | 2026 | | | Start: SCT Table Total | | 25,452,877 | | 6,141,971 | | Deduct: SCT reported Fair Value of Stock and Option Awards | ($ | 20,671,694) | ($ | 4,152,399) | | Deduct: SCT reported Change in Pension Value and Nonqualified Deferred Compensation Earnings | ($ | 8,991) | ($ | 19,894) | | Add: Year End Fair Value of Equity Awards Granted in the Year | | 12,320,586 | | 2,783,170 | | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | ($ | 3,993,186) | ($ | 1,163,548) | | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | 3,189,768 | | 220,096 | | Add: Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | ($ | 4,873,970) | ($ | 1,123,818) | | Deduct: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | | 0 | | 0 | | Add: Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | | 712,781 | | 142,300 | | Add: Aggregate of defined benefit and actuarial pension plan service cost and prior service cost | | 0 | | 0 | | End: Compensation Actually Paid | | 12,128,171 | | 2,827,878 |

  240. Graphical Representations of Compensation Actually Paid versus Performance Measures

    Graphical Representations of Compensation Actually Paid versus Performance Measures The following graphs demonstrate the relationship of the CAP to the PEOs and the average CAP to the Other NEOs in 2022, 2023, 2024, 2025 and 2026 to I.) ADP and the NASDAQ Dividend Achievers Select Index cumulative TSR; II.) ADP GAAP Net Income; and III.) ADP Adjusted Net Income Growth percentage.