A Dark Vector Cognition product

Item 10. Directors, Executive Officers and Corporate Governance

8K characters. Original on sec.gov ·

Item 10. Directors, Executive Officers and Corporate Governance

The executive officers of the Company, their ages, positions, and the period during which they have been employed by ADP are as follows:

Employed by
NameAgePositionADP Since
Maria Black51President and Chief Executive Officer1996
Paul Boland61Chief Human Resources Officer2017
Michael A. Bonarti59Chief Administrative Officer1997
Chris D'Ambrosio44Chief Strategy Officer2014
Joe DeSilva50Executive Vice President, North America and Chief of Operations2003
David Foskett49President, Global Sales2004
Peter Hadley52Chief Financial Officer2002
Sreeni Kutam55President, Global Product and Innovation2014
David Kwon55Chief Legal Officer/General Counsel2011
Jonathan Lehberger52Corporate Controller and Principal Accounting Officer2004
Virginia Magliulo56Executive Vice President, Employer Services International2015
Brian Michaud57Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing1991

Maria Black joined ADP in 1996. Prior to her appointment as President and Chief Executive Officer in January 2023, she served as President, ADP from January 2022 to December 2022, and as President, Worldwide Sales and Marketing from March 2020 to December 2021.

Paul Boland joined ADP in 2017. Prior to his appointment as Chief Human Resources Officer in June 2023, he served as Interim Chief Human Resources Officer from November 2022 to June 2023, as Senior Vice President, Human Resources, Employer Services International from September 2021 to November 2022, and as Division Vice President, HR, for Europe, Middle East and Africa (EMEA), GlobalView, Asia Pacific and Latin America from July 2018 to September 2021.

Michael A. Bonarti joined ADP in 1997. Prior to his appointment as Chief Administrative Officer in July 2021, he served as Corporate Vice President, General Counsel and Secretary from July 2010 to June 2021.

Chris D’Ambrosio joined ADP in 2014. Prior to his appointment as Chief Strategy Officer in June 2021, he served as Senior Vice President, General Manager, Insurance Services, Small Business Services from January 2019 to June 2021.

Joe DeSilva joined ADP in 2003. Prior to his appointment as Executive Vice President, North America and Chief of Operations in January 2025, he served as President, Global Sales from January 2022 to December 2024, and as President, Small Business Services, Retirement Services and Insurance Services from February 2020 to December 2021.

David Foskett joined ADP in 2004. Prior to his appointment as President, Global Sales in January 2025, he served as Senior Vice President, Global Enterprise Sales and Employer Services International Sales from April 2023 to December 2024, as Senior Vice President, Global Enterprise Sales from July 2021 to March 2023, and as Senior Vice President, Sales, Employer Services International from June 2015 to June 2021.

Peter Hadley joined ADP in 2002. Prior to his appointment as Chief Financial Officer in July 2025, he served as Corporate Treasurer from October 2022 to June 2025, and as President, Asia Pacific from November 2017 to September 2022.

Sreeni Kutam joined ADP in 2014. Prior to his appointment as President, Global Product and Innovation in January 2023, he served as Chief Human Resources Officer from June 2018 to December 2022.

David Kwon joined ADP in 2011. Prior to his appointment as Corporate Vice President, Chief Legal Officer/General Counsel in July 2021, he served as Staff Vice President and Associate General Counsel – Global Compliance from March 2019 to June 2021.

Jonathan Lehberger joined ADP in 2004. Prior to his appointment as Corporate Controller in July 2024, he served as Senior Vice President, Financial Strategy and Planning from April 2022 to June 2024, as Chief Financial Officer, Small Business Services from May 2021 to March 2022, and as Chief Financial Officer, Major Account Services and ADP Canada from January 2017 to April 2021.

Virginia Magliulo joined ADP in 2015. Prior to her appointment as Executive Vice President, Employer Services International in October 2021, she served as President, ADP GlobalView from November 2019 to October 2021.

Brian Michaud joined ADP in 1991. Prior to his appointment as Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing in November 2024, he served as President, Smart Compliance Solutions & Human Resources Outsourcing from February 2024 to September 2024, as President, Smart Compliance Solutions from April 2021 to January 2024 and as President, Human Resources Outsourcing and Comprehensive Services from February 2020 to March 2021.

Directors

See “Election of Directors” in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders, which information is incorporated herein by reference.

Code of Ethics

ADP has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The code of ethics may be viewed online on ADP’s website at www.adp.com under “About”, “Investors”, “Governance” in the “Governance Documents” section. Any amendment to or waivers from the code of ethics will be disclosed on our website within four business days following the date of the amendment or waiver.

Insider Trading Policy

Our Company maintains an insider trading policy to provide guidelines to all directors, officers, associates and consultants of ADP with respect to trading in ADP securities, as well as the securities of publicly traded companies with whom ADP has a business relationship. The policy prohibits trading by any person while in possession of material non-public information in violation of applicable law and provides for restricted periods and pre-clearance procedures for our directors and officers and certain other specified persons, as well as other related policies and procedures. We believe that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to ADP.

Audit Committee; Audit Committee Financial Expert

See “Corporate Governance - Committees of the Board of Directors” and “Audit Committee Report” in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders, which information is incorporated herein by reference.

Previous: Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections · Next: Item 11. Executive Compensation