Maria Black
AUTOMATIC DATA PROCESSINGAbout Maria Black
Maria Black is ADP’s President and Chief Executive Officer (CEO) and a management director, serving as CEO since January 2023 and on the ADP board since 2023; she joined ADP in 1996 and is age 51 . Under her leadership, ADP delivered FY2025 adjusted net income growth of 10.6% and revenue ex-ZMPT growth of 6.2%, driving a 132% PSU payout for the FY2025 performance year; the FY2023 PSU’s 3-year rTSR ranked at the 68.1 percentile versus the S&P 500, yielding a final payout of 137% . The annual cash bonus plan paid 107.1% of target for FY2025 on measures of revenue growth, adjusted EBIT growth, and new business bookings growth .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADP | President & CEO | Jan 2023–Present | Leads modernization, operational excellence, and client-centric strategy across HCM portfolio . |
| ADP | President | Jan 2022–Jan 2023 | Oversaw enterprise operations and growth initiatives . |
| ADP | President, Worldwide Sales & Marketing | Feb 2020–Jan 2022 | Ran global go-to-market; scaled sales and marketing capabilities . |
| ADP | President, Small Business Solutions & HRO | Jan 2017–Feb 2020 | Drove SMB and HRO growth; strengthened product implementation and service . |
| ADP | President, ADP TotalSource (PEO) | Jul 2014–Dec 2016 | Led PEO; expanded outsourcing services footprint . |
| ADP | GM, ADP United Kingdom | Apr 2013–Jun 2014 | Managed UK operations and Employer Services . |
| ADP | GM, Employer Services – TotalSource Western Central | Jan 2008–Mar 2013 | Regional leadership across service and operations . |
| ADP | Various roles since joining | 1996–2007 | Sales, service, product implementation, operations across HCM businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Delta Air Lines, Inc. | Director | Not disclosed | Brings HCM, modernization, and operational expertise to a scaled consumer/industrial enterprise board . |
Fixed Compensation
Multi-year CEO compensation (reported):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $966,000 | $1,200,000 | $1,224,000 |
| Non-Equity Incentive Plan Compensation ($) | $2,094,400 | $2,983,200 | $2,621,800 |
| Stock Awards ($) (grant-date fair value) | $7,304,354 | $11,102,069 | $14,791,040 |
| All Other Compensation ($) | $315,685 | $573,628 | $483,591 |
| Total ($) | $10,682,318 | $15,866,785 | $19,137,192 |
FY2025 target pay mix:
| Component | FY 2025 Target ($) |
|---|---|
| Base Salary | $1,224,000 |
| Target Annual Bonus | $2,448,000 (200% of base) |
| Target PSUs | $12,771,000 |
| RSUs | $4,257,000 |
| Total Target Direct Compensation | $20,700,000 |
Notes:
- Company permits certain personal aircraft use for the CEO with reimbursement of incremental costs above $250,000 per fiscal year and applicable taxes; limited personal security may be provided per independent risk assessment .
Performance Compensation
Annual Cash Bonus (FY2025):
| Metric | Weighting | Target | Actual (Adj.) | Payout |
|---|---|---|---|---|
| Revenue Growth | Not disclosed | 5.7% | 7.1% (ex-FX above target assumption) | Contributed to 107.1% overall bonus payout |
| New Business Bookings Growth | Not disclosed | 7.8% | 3.5% | See overall payout above |
| Adjusted EBIT Growth | Not disclosed | 8.8% | 9.7% (ex-FX above target assumption) | See overall payout above |
PSU Program (multi-year design):
| Metric | Weighting | FY2025 Target | FY2025 Actual | FY2025 Achievement |
|---|---|---|---|---|
| Adjusted Net Income Growth | 67% | 7.9% | 10.6% | 141% of target |
| Revenue ex-ZMPT Growth | 33% | 5.6% | 6.2% | 115% of target |
Additional PSU features:
- rTSR modifier +/-20% versus S&P 500 over full three-year period; capped at 200% including modifier and at 100% if absolute TSR is negative .
- FY2023 PSU final rTSR modifier: 68.1 percentile; +114.5% modifier; final payout 137% .
- RSUs vest ratably over three years; PSUs measure annually over 3-year period, settled after year 3, with rTSR modifier applied .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 97,077 shares; <1% of outstanding |
| Options | 7,721 options (exercisable by Oct 14, 2025), strike $206.86, expire 8/31/2031; in-the-money value example $783,990 at $308.40 reference price used in severance calc |
| RSUs (unvested) | 1,906 (9/1/2022); 1,151 (1/1/2023); 9,384 (9/1/2023; $2,894,026); 15,428 (9/1/2024; $4,757,995) |
| PSUs (unearned) | 30,955 (9/1/2023; $9,546,510); 19,006 (9/1/2024; $5,861,524) |
| Stock Ownership Guideline | CEO required to hold stock equal to 6x base salary; all NEOs met guidelines as of FY2025 |
| Hedging/Pledging | Prohibited for all directors and employees |
Employment Terms
Change in Control (double-trigger) and Corporate Officer Severance:
- CIC plan: if terminated without cause or for good reason within two years after CIC, CEO receives 200% of current total annual compensation (salary + average two-year bonus), full vesting of options and RSUs, and PSUs at 100% target; no tax gross-ups, payments reduced to avoid excise tax unless greater after-tax without reduction .
- Corporate Officer Severance Plan (no CIC): CEO receives 24 months base salary continuation, prorated annual bonus based on actual performance, and continued vesting of equity awards during severance period (PSU prorated on elapsed performance period); restrictive covenants (non-compete, non-solicit) apply as permitted by law .
Potential Payments to Maria Black (illustrative, as of 6/30/2025):
| Scenario | Termination Payment ($) | Stock Options ($) | RSUs ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|
| Following Change in Control | $7,789,300 | $783,990 | $8,594,799 | $25,640,155 | $42,808,244 |
| Involuntary Termination Without Cause | $2,448,000 | $783,990 | $7,008,698 | $28,821,759 | $39,062,447 |
| Death | $0 | $783,990 | $7,652,021 | $28,821,759 | $37,257,770 |
| Disability | $0 | $783,990 | $7,652,021 | $28,821,759 | $37,257,770 |
| Retirement | $0 | $0 | $0 | $0 | $0 |
Clawback:
- Rigorous clawback policy exceeding Nasdaq standards; mandatory for material restatements; discretionary for adverse conduct .
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since 2023; principal occupation CEO; management director (not independent) |
| Committee Memberships | None (management directors not assigned to standing committees) |
| Board Leadership | Non-Executive Chair: Thomas J. Lynch; 10 of 12 nominees independent; average independent director tenure 5.5 years; board diversity highlighted |
| Dual-Role Implications | CEO + director; independence safeguarded by a non-executive chair and independent committees (Audit, CMDC, NCGC, CDTC) . |
Compensation Committee Analysis
| Committee | Members | Notes |
|---|---|---|
| Compensation & Management Development Committee (CMDC) | Scott F. Powers (Chair); David V. Goeckeler; John P. Jones; Francine S. Katsoudas | Comprised solely of independent directors; uses FW Cook as independent consultant; pay-for-performance philosophy; target CEO pay positioned below peer median given recent promotion . |
Additional practices:
- No hedging/pledging; no option repricing without shareholder approval; no discount options; no 280G/409A tax gross-ups; no dividends on unearned PSUs; equity plan includes minimum one-year vesting and best-practice provisions .
Say-On-Pay & Shareholder Feedback
- FY2024 say-on-pay approval ~90% in favor; FY2025 say-on-pay proposed with board recommendation FOR approval .
Performance & Track Record Highlights
| Measure | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Weighted PSU Achievement (%) | 117% | 111% | 132% |
| rTSR Modifier (FY2023 PSU) | — | — | +114.5% (68.1 percentile vs S&P 500) |
| Annual Bonus Overall Payout (%) | Not disclosed | Not disclosed | 107.1% |
Compensation Structure Analysis
- Mix shift: Equity grants increased as CEO tenure progressed (Stock Awards $7.30m in FY2023 → $11.10m in FY2024 → $14.79m in FY2025) while base rose modestly (2% increase in FY2025) .
- Strong at-risk pay: PSU weighting on adjusted net income (67%) and revenue ex-ZMPT (33%) with rTSR modifier aligns outcomes to growth and shareholder returns; payout capped if absolute TSR is negative .
- Governance discipline: Double-trigger CIC; robust clawback; no hedging/pledging; no tax gross-ups; no option repricing; minimum vesting in equity plan .
Equity Vesting Schedules and Potential Selling Pressure
- RSUs vest ratably over three years; unvested RSUs at FY2025 year-end include 9,384 (9/1/2023) and 15,428 (9/1/2024), with market values $2,894,026 and $4,757,995 respectively; PSUs unearned 30,955 (9/1/2023) and 19,006 (9/1/2024) with market values $9,546,510 and $5,861,524 .
- Option overhang is modest (7,721 options at $206.86 strike, expiring 8/31/2031), limiting forced exercises; value sensitivity tied to ADP share price and tax events at vesting/exercise .
- Ownership guidelines require retention of 75% of post-tax shares for executives below target; all NEOs met guidelines as of FY2025, reducing near-term selling pressure from guideline catch-up .
Employment Contracts, Severance, and Change-of-Control Economics
- CIC economics: Lump sum 200% of salary+bonus; full acceleration of options and RSUs; PSUs at 100% target; illustrative total of $42.8m under CIC termination scenario (includes equity values at $308.40 reference price) .
- Non-CIC severance: 24 months salary; prorated bonus at actual performance; continued vesting during severance; PSU proration; restrictive covenants apply .
- No tax gross-ups under CIC or deferred comp programs .
- Deferred compensation: Executives may defer bonus into DC plan; health coverage eligibility post-55 with 10 years .
Risk Indicators & Red Flags
- Positive: No hedging/pledging; robust clawback; double-trigger CIC; no option repricing; strong director independence and non-executive chair structure .
- Watch items: Significant equity acceleration under CIC can incentivize transactional outcomes; personal aircraft use policy requires CEO reimbursement above $250k but indicates meaningful perquisite usage .
Board Service Details (Maria Black)
| Attribute | Detail |
|---|---|
| Independence | Management director (non-independent) |
| Committees | None (CEO not on Audit/CMDC/NCGC/CDTC) |
| Chair/Lead | Non-Executive Chair: Thomas J. Lynch; independent committee leadership across Audit, CMDC, NCGC, CDTC |
| Attendance | Not disclosed |
| Executive Sessions | Not disclosed |
Equity Ownership Summary
| Ownership Component | Quantity | Value Reference |
|---|---|---|
| Beneficial Shares | 97,077 (<1%) | — |
| Options (strike $206.86; exp. 8/31/2031) | 7,721 | $783,990 at $308.40 ref price |
| Unvested RSUs (sample) | 9,384 (9/1/2023) | $2,894,026 |
| Unvested RSUs (sample) | 15,428 (9/1/2024) | $4,757,995 |
| Unearned PSUs (sample) | 30,955 (9/1/2023) | $9,546,510 |
| Unearned PSUs (sample) | 19,006 (9/1/2024) | $5,861,524 |
Investment Implications
- Strong pay-for-performance alignment: PSU metrics on adjusted net income and revenue ex-ZMPT with rTSR modifier linked to S&P 500 percentile rank support shareholder-aligned outcomes; FY2025 bonus and PSU payouts reflect operational execution and earnings quality .
- Retention risk appears contained: Competitive but below-median target CEO pay positioning given recent promotion, long ADP tenure, and robust severance protections reduce exit risk; ownership guidelines met and no hedging/pledging enhance alignment .
- Trading signals: Upcoming RSU/PSU vesting schedules suggest periodic supply events (tax-related selling) but option overhang is limited; monitor Form 4s near September grant anniversaries and fiscal year-end (June 30) for vesting-driven activity .
- Governance strength mitigates dual-role concerns: Non-executive chair, independent committees, and high independent director ratio counterbalance CEO’s management-director status; prior say-on-pay support (~90%) indicates shareholder acceptance of program design .