Linnie M. Haynesworth
AUTOMATIC DATA PROCESSINGAbout Linnie M. Haynesworth
Independent director of ADP since 2020; age 68. Retired Sector Vice President and General Manager at Northrop Grumman, with 40 years of experience spanning cybersecurity, enterprise strategy, risk management, and large complex system development; member of the Defense Business Board. Currently serves on the Audit Committee and the Corporate Development & Technology Committee at ADP. The board has determined she is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman Corporation | Sector VP & GM, Cyber & Intelligence Mission Solutions Division | 2016–2019 | Led cyber and intelligence mission solutions; technology integration and security focus |
| Northrop Grumman Corporation | Sector VP & GM, Intelligence, Surveillance and Reconnaissance Division (former Information Systems sector) | Not disclosed | Oversaw ISR capabilities; large system delivery |
| Northrop Grumman Corporation | Lead, Federal and Defense Technologies Division | Not disclosed | Enterprise strategy and risk management |
| Northrop Grumman Corporation | VP, Aerospace Products (Aerospace Systems sector) | Not disclosed | Product leadership; supply chain and engineering roles |
| Northrop Grumman Corporation | Program Manager, Defense Weather Satellite System | Not disclosed | Program leadership and delivery |
| Northrop Grumman Corporation | Various leadership roles in business development, engineering, supply chain | Since 1979 | Progressive leadership across multiple domains |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Defense Business Board | Member | Current | Advisory role on defense business matters |
| Eastman Chemical Company | Director | Current | Committee assignments not disclosed here |
| Micron Technology, Inc. | Director | Current | Committee assignments not disclosed here |
| Truist Financial Corporation | Director | Current | Committee assignments not disclosed here |
Board Governance
- Independence: The board determined Haynesworth meets ADP’s categorical independence standards (consistent with Nasdaq) and she serves on independent board committees.
- Committee assignments: Audit Committee and Corporate Development & Technology Committee (CDTC). Audit Committee held 7 meetings; CDTC held 4 meetings in FY2025.
- Attendance: All incumbent directors attended at least 75% of aggregate board/committee meetings; all directors attended the 2024 Annual Meeting. Executive sessions of independent directors are held at each committee and board meeting.
- Overboarding/time commitments: ADP policy caps non-executive directors at 4 public boards; Haynesworth serves on three other public company boards (Eastman, Micron, Truist), consistent with the cap.
- Election results (2025 Annual Meeting): Received 309,209,719 votes “For,” 3,103,431 “Against,” 1,015,225 “Abstained,” with 40,789,482 broker non-votes.
2025 Director Election Votes (Haynesworth)
| For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|
| 309,209,719 | 3,103,431 | 1,015,225 | 40,789,482 |
Fixed Compensation
- ADP Non-Employee Director Program (FY2025): Annual retainer $360,000 ($230,000 DSUs non-elective + $130,000 cash or DSUs elective); Committee chair retainers: Audit $25,000; CMDC $20,000; NCGC $15,000; CDTC $15,000; Non-executive chair incremental $200,000 ($100,000 DSUs + $100,000 cash/DSUs).
- Deferral policy: DSUs are fully vested when credited, accrue dividend equivalents, and settle in shares upon leaving the board; elective portion may be taken in DSUs or cash.
- Haynesworth election: She did not elect DSUs for the elective portion (unlike other non-employee directors), taking the $130,000 in cash.
FY2025 Director Compensation – Linnie M. Haynesworth
| Fees Earned/Paid in Cash ($) | Stock Awards – DSUs ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 130,000 | 230,000 | 20,000 | 380,000 |
DSU Grant Detail (FY2025)
| Grant Date | Grant Date Fair Value ($) |
|---|---|
| 11/6/2024 | 230,000 |
Program Structure (FY2025)
| Element | Amount |
|---|---|
| Director Annual Retainer (DSUs non-elective) | $230,000 |
| Director Annual Retainer (cash or DSUs elective) | $130,000 |
| Committee Chair – Audit | $25,000 |
| Committee Chair – CMDC | $20,000 |
| Committee Chair – NCGC | $15,000 |
| Committee Chair – CDTC | $15,000 |
| Non-Executive Chair Incremental (DSUs) | $100,000 |
| Non-Executive Chair Incremental (cash or DSUs) | $100,000 |
Performance Compensation
Non-employee directors do not receive performance-conditioned equity; DSUs are fully vested when credited. The following company-wide incentive metrics govern NEO performance pay and signal ADP’s pay-for-performance framework.
FY2025 Annual Cash Bonus Plan (NEOs)
| Measure | Plan Target | Plan Result |
|---|---|---|
| Revenue Growth | 5.7% | 7.1% (FX exclusions as specified) |
| New Business Bookings Growth | 7.8% | 3.5% |
| Adjusted EBIT Growth | 8.8% | 9.7% (FX exclusions as specified) |
FY2025 PSU Program (NEOs)
| Measure | Program Target | Program Result |
|---|---|---|
| Adjusted Net Income Growth | 7.9% | 10.6% (with specified exclusions) |
| Revenue ex-ZMPT Growth | 5.6% | 6.2% (with specified exclusions) |
| rTSR Modifier (FY2023 PSU, 3-year) | N/A | +114.5%; final payout 137% (TSR percentile rank 68.1 vs S&P 500) |
Other Directorships & Interlocks
- External boards: Eastman Chemical Company, Micron Technology, Inc., Truist Financial Corporation.
- Business relationships: ADP engages in ordinary-course relationships with companies where directors serve; the board determined none were material or impeded independent judgment.
External Public Company Boards
| Company | Role | Notes |
|---|---|---|
| Eastman Chemical Company | Director | Current service; committees not disclosed here |
| Micron Technology, Inc. | Director | Current service; committees not disclosed here |
| Truist Financial Corporation | Director | Current service; committees not disclosed here |
Expertise & Qualifications
- Cybersecurity, enterprise strategy, risk management, and large complex system development; 40 years in the industry.
- Governance and technology oversight aligned with ADP’s product security/resiliency and innovation agenda via CDTC and Audit Committee service.
Equity Ownership
- Beneficial ownership: 5,949 shares (less than 1% of outstanding); comprised of DSUs issuable upon settlement; directors have no voting rights on DSUs.
- DSUs held (June 30, 2025): 5,949.
- Hedging/pledging: Prohibited for directors and employees (no-hedging and no-pledging policy).
- Stock ownership guidelines: Non-employee directors must hold ADP stock equal to five times the annual cash retainer; individual compliance status not disclosed.
Beneficial Ownership Detail (as of Aug 15, 2025)
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Linnie M. Haynesworth | 5,949 | <1% |
Director DSUs Outstanding (June 30, 2025)
| Holder | DSUs |
|---|---|
| Linnie M. Haynesworth | 5,949 |
Governance Assessment
- Strengths: Independent status; committee service aligned to cybersecurity/technology oversight (Audit and CDTC); robust attendance; strong shareholder support in 2025 director election; rigorous no-hedging/pledging and clawback policies; stock ownership guidelines for directors; compensation advisor (FW Cook) independent with limited services.
- Director pay alignment: Receives non-elective DSUs; elected cash for the elective retainer portion whereas most peers elected DSUs—slightly lower equity mix but within program and not atypical.
- Overboarding risk: Serves on three external public boards; consistent with ADP’s cap of four for non-executive directors; continued monitoring advisable given committee workload and meeting frequency.
- Conflicts/related party: Board’s Related Persons Transaction Policy in place; no related-party transactions disclosed involving Haynesworth.
- Say-on-pay signal: Advisory vote results in 2025—For 286,181,654; Against 25,643,400; Abstained 1,503,321—indicate broad support for executive compensation programs, reinforcing governance stability.
Overall, Haynesworth’s board profile supports investor confidence through independence, relevant cyber and technology oversight expertise, and strong engagement metrics; areas to watch include time commitments across multiple boards and continued alignment of director equity mix with peers.