Joseph DeSilva
Executive Vice President, North America and Chief of Operations at 
AUTOMATIC DATA PROCESSING
AUTOMATIC DATA PROCESSINGExecutive
About Joseph DeSilva
Joseph “Joe” DeSilva is Executive Vice President, North America and Chief of Operations at ADP, effective January 1, 2025, after serving as President, Global Sales (Jan 2022–Dec 2024) and President, Small Business Services, Retirement Services and Insurance Services (Feb 2020–Dec 2021). He is 50 years old and has been with ADP since 2003, indicating deep institutional tenure and operational continuity . His FY2025 pay-for-performance is linked to company-level revenue growth, new business bookings growth, and adjusted EBIT growth under the annual bonus plan, while long-term PSUs are tied to adjusted net income and revenue ex‑ZMPT with a relative TSR modifier; FY2025 annual bonuses paid at 107.1% of target, underscoring near‑target execution against these levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADP | EVP, North America and Chief of Operations | Jan 2025–present | Leads North America operations, reflecting expanded operating remit following COO transition . |
| ADP | President, Global Sales | Jan 2022–Dec 2024 | Oversaw global sales execution and go‑to‑market effectiveness . |
| ADP | President, Small Business Services, Retirement Services and Insurance Services | Feb 2020–Dec 2021 | Led growth across SBS/retirement/insurance segments . |
External Roles
No external public company directorships or outside board roles disclosed for Mr. DeSilva in the executive officer biographies reviewed .
Fixed Compensation
FY2025 target total direct compensation (TDC) and actual pay outcomes:
- FY2025 target TDC: base $631,000; target bonus $812,500; target PSUs $3,207,000; RSUs $1,069,000; total $5,719,500 .
- FY2025 target bonus structure paid out at 107.1% of target; Mr. DeSilva’s actual bonus was $870,200 (blended target: 100% pre‑Jan 1, 2025; 150% effective Jan 1, 2025) .
- Salary progression: $600,000 (FY2024 year‑end) to $650,000 (FY2025 year‑end), including a 2.0% increase on Jul 1, 2024 and a 6.2% promotion increase effective Jan 1, 2025 .
Multi-year Summary Compensation Table (SCT) – Mr. DeSilva:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $550,000 | $600,000 | $631,000 |
| Bonus ($) | $0 | $0 | $0 |
| Stock Awards ($) | $2,761,080 | $2,808,497 | $3,629,276 |
| Option Awards ($) | $0 | $0 | $0 |
| Non-Equity Incentive Plan Compensation ($) | $478,700 | $745,800 | $870,200 |
| Change in Pension Value and NQDC Earnings ($) | $803 | $5,034 | $11,436 |
| All Other Compensation ($) | $102,544 | $152,419 | $167,169 |
| Total ($) | $3,893,127 | $4,311,750 | $5,309,081 |
Performance Compensation
Annual Cash Bonus – FY2025 Design and Payout
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue growth | Not disclosed in excerpt | Company target | Company near‑target | 107.1% of target | Company‑wide metric used for all NEOs . |
| New business bookings growth | Not disclosed in excerpt | Company target | Company near‑target | 107.1% of target | Company‑wide metric . |
| Adjusted EBIT growth | Not disclosed in excerpt | Company target | Company near‑target | 107.1% of target | Company‑wide metric . |
| Client satisfaction, transformation, paperless, HCM goals | Not disclosed in excerpt | Company target | Company near‑target | 107.1% of target | Formulaic, objectively quantifiable . |
- FY2025 actual annual bonus: $870,200; Bonus as % of target: 107.1%; Blended target bonus %: 100% for 7/1/24–12/31/24 and 150% effective 1/1/25 .
Long-Term Incentives (PSUs and RSUs)
- PSU metrics: adjusted net income and revenue ex‑ZMPT, with a relative TSR modifier at the end of the three‑year performance period (tranches established for each fiscal year within the cycle) .
- RSUs: time‑based vesting in annual tranches or cliff vesting, depending on grant .
Representative grants/structure:
| Award Type | Grant/Program | Performance/Vesting Schedule |
|---|---|---|
| Options | 9/1/2021 | 25% annually on 9/1/22, 9/1/23, 9/1/24, 9/1/25 . |
| RSUs | 9/1/2022 | 33% annually on 9/1/23, 9/1/24, 9/1/25 . |
| RSUs | 9/1/2023 | 100% cliff on 6/30/2026; and separate 33% annual tranches on 9/1/24, 9/1/25, 9/1/26 . |
| RSUs | 9/1/2024 | 100% cliff on 6/30/2027; and separate 33% annual tranches on 9/1/25, 9/1/26, 9/1/27 . |
| PSUs | FY2023–FY2025 cycles | Linked to adjusted net income and revenue ex‑ZMPT for each tranche; relative TSR modifier at cycle end . |
Realized FY2025 activity:
| Item | FY2025 Quantity | FY2025 Value Realized |
|---|---|---|
| Options exercised | 9,248 shares | $929,487 |
| Shares vested (RSU/PSU) | 12,066 shares | $3,271,698 |
Equity Ownership & Alignment
| Ownership/Plan | Detail |
|---|---|
| Beneficial ownership | 22,443 shares as of Aug 15, 2025 (less than 1%) . |
| Options (exercisable by Oct 14, 2025) | 1,987 shares (footnote (1)) . |
| Unvested RSUs at FY2025 year‑end | 703 (grant 9/1/2022; $216,805 value), 2,281 (9/1/2023; $703,460), 3,874 (9/1/2024; $1,194,742) . |
| Unearned PSUs at FY2025 year‑end | 7,523 (9/1/2023; $2,320,180), 4,773 (9/1/2024; $1,471,895) . |
| Option grant details | 9/1/2021 grant; exercise price $206.86; expiration 8/31/2031 . |
| Ownership guidelines | 3x base salary for NEOs; all NEOs met guidelines at FY2025 year‑end . |
| Hedging/pledging | Prohibited by insider trading policy; no pledging allowed . |
Employment Terms
| Plan/Provision | Key Terms |
|---|---|
| Change in Control (CIC) Severance Plan | Double‑trigger vesting and cash; CEO at 2x salary+bonus; other NEOs (incl. DeSilva) at 1.5x salary+bonus . |
| Corporate Officer Severance Plan (non‑CIC) | 18 months base salary continuation, prorated bonus for year of termination, continued vesting of equity awards during salary continuation (PSUs prorated) . |
| Potential payments (hypothetical as of 6/30/2025 at $308.40/share) | Termination following CIC: Termination payment $2,040,188; Options $201,760; RSUs $2,115,007; PSUs $6,340,206; Total $10,697,161 . |
| Other scenarios (illustrative totals) | Death $9,225,012; Disability $9,225,012; Involuntary without cause $9,395,011; Retirement $0 (equity vesting treatment per plan terms) . |
| Clawback | Rigorous clawback exceeding Nasdaq standard; cash and equity subject to recovery; mandatory for restatements . |
Governance, Shareholder Feedback, and Committee Oversight
- Say‑on‑pay support ~90% at 2024 Annual Meeting (in line with 2023) .
- Compensation & Management Development Committee members: Scott F. Powers (Chair), David V. Goeckeler, John P. Jones, Francine S. Katsoudas .
- Compensation consultant: FW Cook, independent; committee only .
- Equity plan best practices and minimum 1‑year vesting; double‑trigger CIC; no hedging/pledging; stock ownership guidelines (3x salary for NEOs) .
Performance & Track Record
- Promotion to EVP, North America and Chief of Operations effective Jan 1, 2025, following COO transition; aligned with internal succession and operational continuity .
- Management asserts FY2025 annual bonus metrics were aligned to communicated guidance; bonuses paid at 107.1% of target indicate modest outperformance across formulaic metrics .
- DeSilva commentary (2024 conference Q&A) emphasized continued share capture from self‑filers and regional providers, suggesting persistent structural demand tailwinds beyond pandemic dynamics .
Compensation Structure Analysis
| Signal | Observation |
|---|---|
| Cash vs equity mix | Significant equity weighting via PSUs/RSUs; FY2025 stock awards of $3.63M vs salary $631k and cash bonus $870k, consistent with pay‑for‑performance tilt . |
| Metric rigor/alignment | Annual bonuses tied to revenue, bookings, adjusted EBIT plus operational client‑centric goals; PSUs tied to adjusted net income and revenue ex‑ZMPT with TSR modifier, balancing growth and profitability with market‑relative outcomes . |
| Discretion | FY2025 payout shown as 107.1% formulaic; no discretionary overrides indicated in excerpts . |
| Option usage | Legacy options persist (expiring 2031); FY2025 exercises (9,248) produced ~$0.93M value; most new LTI delivered as RSUs/PSUs, lowering risk vs options . |
| Policy safeguards | Robust clawback; no hedging/pledging; ownership guidelines met—strong alignment controls . |
Vesting Schedules and Insider Selling Pressure
- Near‑term vesting supply: RSU tranches scheduled on 9/1/2025, 9/1/2026, 9/1/2027; cliff RSUs on 6/30/2026 and 6/30/2027, indicating potential periodic supply windows .
- FY2025 realized liquidity: exercised 9,248 options ($929,487 value) and had 12,066 shares vest ($3,271,698 value), implying recent monetization capacity; actual sales vs holds on vest not disclosed in proxy .
- Outstanding unearned PSUs (12,296 units in aggregate across 2023/2024 grants) add potential multi‑year supply contingent on performance and TSR modifier .
Equity Ownership & Pledging
- Beneficial ownership (22,443 shares) plus 1,987 options exercisable by Oct 2025 reflects meaningful personal stake, though <1% of shares outstanding; no pledging allowed under policy .
Employment Terms (Severance and CIC Economics)
| Scenario | Cash Multiple/Terms | Equity Treatment | Illustrative Total (6/30/2025) |
|---|---|---|---|
| CIC + qualifying termination (double trigger) | 1.5x salary and average bonus | Full acceleration per plan | $10,697,161 |
| Involuntary without cause (non‑CIC) | 18 months salary continuation; prorated bonus | Continued vesting during period; PSUs prorated | $9,395,011 |
| Death/Disability | As per plan schedules | Acceleration per plan | $9,225,012 |
Investment Implications
- Pay-for-performance alignment appears robust: near‑target FY2025 payouts, performance‑weighted PSUs with TSR modifier, and strong governance (clawback; no hedging/pledging) reduce agency risk and support long‑term alignment .
- Retention risk seems contained: promotion-linked salary/bonus step‑up, sizable unvested RSUs/PSUs, and 1.5x CIC multiple/18‑month severance provide retention hooks; however, periodic vesting and a history of option exercises indicate identifiable supply windows that could create episodic insider selling pressure .
- Execution risk: role elevation to EVP, North America and Chief of Operations ties compensation outcomes to enterprise revenue/bookings/EBIT; sustained outperformance is needed to realize PSU value (with TSR overlay), balancing growth and profitability disciplines .
- Shareholder sentiment remains supportive (say‑on‑pay ~90%), and committee oversight plus independent consulting mitigate compensation inflation/structural risks .