Francine S. Katsoudas
AUTOMATIC DATA PROCESSINGAbout Francine S. Katsoudas
Francine S. Katsoudas (age 55) has served on ADP’s Board since 2019 and is classified as an independent director. She is Executive Vice President and Chief People, Policy & Purpose Officer at Cisco Systems, Inc., a role she has held since March 2021 after serving as Cisco’s Chief People Officer since 2015; she joined Cisco in 1996 and previously worked in financial and professional services with a focus on customer service and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | EVP & Chief People, Policy & Purpose Officer | Since Mar 2021 | Oversight of global people strategy; policy and purpose programs |
| Cisco Systems, Inc. | Chief People Officer | 2015–2021 | Led HR transformation and talent strategy |
| Cisco Systems, Inc. | Various roles of increasing responsibility | Since 1996 | Customer service and operations focus |
| Financial/Professional Services (pre-Cisco) | Customer service and operations roles | Not disclosed | Operational background pre-1996 |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Cisco Systems, Inc. | EVP & Chief People, Policy & Purpose Officer | Since Mar 2021 | Not disclosed |
No other public company directorships are disclosed for Ms. Katsoudas in ADP’s 2025 proxy .
Board Governance
- Independence: The Board determined Ms. Katsoudas meets Nasdaq independence standards; all current members of Audit, CMDC, NCGC, and CDTC are independent .
- Committees: Member, Compensation & Management Development Committee (CMDC) and Nominating/Corporate Governance Committee (NCGC) .
- Meetings: FY2025 Board met 10 times; CMDC held 4 meetings; NCGC held 3 meetings; executive sessions of independent directors occur at each meeting .
- Attendance: All incumbent directors attended at least 75% of aggregate meetings of the Board and committees on which they served; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent, non-executive chair structure (Thomas J. Lynch) .
- Say-on-Pay: 2024 approval ~90% in favor, indicating investor support for pay practices overseen by CMDC .
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Elective portion; directors may take as cash or DSUs |
| Annual Equity Retainer (DSUs) | $230,000 | Non-elective portion paid in DSUs |
| All Other Compensation | $0 | Matching charitable contributions not used (up to program limits) |
| Total FY2025 Director Compensation | $360,000 | Fees + stock awards + other |
| DSU Grant – Date | 11/6/2024 | Grant date for FY2025 annual retainer credit |
| DSU Grant – Fair Value | $360,000 | Reflects non-elective ($230k) + elective ($130k) credited in DSUs |
| Deferral Election | Elected DSUs | All non-employee directors except Ms. Haynesworth took elective portion in DSUs |
Program structure:
- Non-employee director annual retainer totals $360,000 ($230,000 DSUs + $130,000 cash/DSUs at director’s election) .
- Chair retainers for committees are additional (Audit $25k; CMDC $20k; NCGC $15k; CDTC $15k); Ms. Katsoudas is not a chair .
Performance Compensation (Company programs overseen by CMDC)
ADP does not disclose performance-linked pay for non-employee directors; metrics below are the FY2025 incentive plan measures for executives that the CMDC (of which Ms. Katsoudas is a member) oversees.
| Annual Cash Bonus Plan Metric | FY2025 Target | FY2025 Result |
|---|---|---|
| Revenue Growth | 5.7% | 7.1% (ex-FX above target assumptions) |
| New Business Bookings Growth | 7.8% | 3.5% |
| Adjusted EBIT Growth | 8.8% | 9.7% (ex-FX above target assumptions) |
| PSU Program Metric | FY2025 Target | FY2025 Result | Payout |
|---|---|---|---|
| Adjusted Net Income Growth | 7.9% | 10.6% (ex-FX; ex-acquisitions first-year impact) | 132% (Year 1 FY2025 grant; Yr2 FY2024; Yr3 FY2023) |
| Revenue ex-ZMPT Growth | 5.6% | 6.2% (ex-FX; ex-acquisitions first-year impact) | 132% (same as above) |
| rTSR Modifier (FY2023 PSU) | Not applicable | TSR percentile rank 68.1 vs S&P 500 | +114.5% modifier; final payout 137% |
Compensation governance features:
- Independent consultant FW Cook advises CMDC; no other services to the company aside from an annual review for NCGC .
- Clawback policy exceeds Nasdaq requirements (cash and equity) .
- No hedging, no pledging, no option repricing without shareholder approval; no 280G/409A tax gross-ups; no current dividends on unearned PSUs .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed for Ms. Katsoudas |
| Related-party transactions | Board notes routine business relationships with companies where ADP directors serve; none deemed material or independence-impairing |
| Policy oversight | NCGC reviews and approves related-person transactions over $120,000; structured review framework |
Expertise & Qualifications
- Innovative HR leadership and “voice of the customer” orientation in organizational talent and strategy; brings perspective aligned to ADP’s HCM market transformation .
- Committee experience in CMDC and NCGC covering executive pay, succession, ERM, ESG, governance, and board evaluation processes .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 10,181 | Includes DSUs; “less than 1%” of outstanding shares |
| DSUs Outstanding (6/30/2025) | 10,181 | DSUs fully vested upon credit; settled in shares at board departure |
| Voting Rights on DSUs | None | DSUs do not carry voting rights |
| Director Ownership Guideline | 5x annual cash retainer | Applies to non-employee directors; compliance status not disclosed |
Hedging/pledging:
- Directors prohibited from hedging or pledging ADP securities; policy includes margin account restrictions .
Governance Assessment
- Positive signals: Independent status; active service on CMDC and NCGC; robust attendance and executive sessions; strong pay governance (clawback; no hedging/pledging; independent consultant); recent say-on-pay ~90% approval indicating investor support .
- Alignment: High equity component via DSUs and election to take full elective retainer in DSUs increases alignment with shareholders; stock ownership guidelines reinforce alignment .
- Potential conflicts: Cisco role creates potential vendor/customer exposure, but the Board reviewed director-related relationships and determined none were material or independence-impairing; NCGC oversees related-party transactions .
- Time-commitment safeguards: ADP’s overboarding policy limits executives of other companies to no more than two public boards (including ADP), mitigating risk of overcommitment; board annually assesses director contributions .