Nazzic S. Keene
AUTOMATIC DATA PROCESSINGAbout Nazzic S. Keene
Independent director at ADP since 2020 and current Chair of the Nominating/Corporate Governance Committee; also serves on the Audit Committee (member). Age 64. Former CEO of SAIC (2019–2023) with prior senior leadership roles in strategy, operations, and market leadership; earlier led U.S. enterprise markets at CGI. Brings technology services, digital transformation (including AI), and cybersecurity expertise; also serves as a director at ITT Inc. and Caterpillar Inc.
Past Roles
| Organization | Role | Tenure / Dates | Committees / Impact |
|---|---|---|---|
| Science Applications International Corporation (SAIC) | Chief Executive Officer | Aug 2019 – Oct 2023 | CEO and board member |
| SAIC | Chief Operating Officer | 2017 – 2019 | Senior operating leadership |
| SAIC | President, Global Markets & Missions | 2013 – 2017 | Growth and client markets |
| SAIC | SVP, Corporate Strategy & Planning | 2012 – 2013 | Corporate strategy |
| CGI | SVP & GM, U.S. enterprise markets | Prior to SAIC (date not specified) | Led U.S. expansion |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| ITT Inc. | Director | Current | Public company directorship |
| Caterpillar Inc. | Director | Current | Public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board has determined Ms. Keene is independent under Nasdaq standards |
| Committees | Nominating/Corporate Governance (Chair); Audit (member) |
| Committee meetings in FY2025 | Nominating/Corporate Governance: 3; Audit: 7 |
| Board meetings in FY2025 | 10 meetings; often two-day sessions for strategy and portfolio reviews |
| Attendance | All incumbent directors attended at least 75% of board/committee meetings in FY2025 |
| Annual Meeting attendance | All directors then in office attended the 2024 Annual Meeting |
| Executive sessions | Held during each committee and board meeting; presided over by the non-executive Chair |
Fixed Compensation (Director Pay – FY2025)
| Component | Amount | Source/Notes |
|---|---|---|
| Director Annual Retainer – Total | $360,000 | $230,000 paid in DSUs (non-elective) + $130,000 cash or DSUs (elective) |
| Committee Chair Retainer – NCGC | $15,000 | Payable in cash, deferred, or DSUs |
| FY2026 Committee Chair Retainer – NCGC (approved) | $17,500 | Effective at 2025 Annual Meeting |
| FY2026 Non-elective DSU portion of retainer (approved) | $240,000 | Increase from $230,000 |
| Keene – Fees Earned or Paid in Cash (FY2025) | $145,000 | Includes elective portion and chair fee whether cash, deferred, or DSUs |
| Keene – Stock Awards (FY2025) | $230,000 | Non-elective DSU portion; FASB ASC 718 |
| Keene – All Other Compensation (FY2025) | $20,000 | ADP Foundation charitable match (up to $20,000 per calendar year) |
| Keene – Total (FY2025) | $395,000 | Sum of columns |
Deferral policy: DSUs are fully vested when credited; elective portion may be taken in DSUs; dividend equivalents accrue and are paid (with interest at 5-year U.S. Treasury rate + 0.50%) upon separation; DSUs convert to shares upon leaving the Board; no voting rights while deferred .
Performance Compensation (Directors)
| Item | Detail |
|---|---|
| Performance-linked pay | ADP does not tie non-employee director compensation to performance metrics; primary equity vehicle is DSUs (time-based) |
| Keene – DSU grant (FY2025) | Grant date 11/6/2024; grant date fair value $375,000 (includes elective deferrals) |
| Options/PSUs for directors | Not part of non-employee director program (no options; DSUs used) |
| Ownership guideline | 5x the annual cash retainer for non-employee directors |
| Hedging/pledging | Prohibited for directors (no hedging; no pledging or margin) |
Other Directorships & Interlocks
| Company | Relationship to ADP | Board view on potential conflicts |
|---|---|---|
| Caterpillar Inc. (Keene Director) | ADP may have ordinary-course relationships with companies where directors serve | Board determined none of these transactions/relationships were material or impeded independence |
| ITT Inc. (Keene Director) | Same as above | Same as above |
Expertise & Qualifications
- Three decades in information systems and technology services; 20+ years in executive management
- Strategic leadership in tech-driven solutions, digital transformation (including AI), and cybersecurity
- Governance experience as chair of Nominating/Corporate Governance and member of Audit
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 8,775 | “Less than 1%” of outstanding |
| DSUs outstanding (as of Jun 30, 2025) | 8,760 | DSUs confer no voting rights prior to settlement |
| Ownership guideline | 5x annual cash retainer | Applies to all non-employee directors |
| Hedging/pledging policy | Prohibited for directors | Alignment-positive control |
Governance Assessment
- Strengths: Independent; chairs Nominating/Corporate Governance and serves on Audit (enhances board oversight of director selection, ERM, ESG policies, and financial reporting controls) . Attendance threshold met across incumbents; board/committee executive sessions at each meeting; strong annual meeting attendance . Director pay emphasizes equity via DSUs and prohibits hedging/pledging (alignment positive) .
- Other signals: Board states ordinary-course relationships with companies where directors serve (e.g., ITT, Caterpillar) are not material and do not impair independence .
- Compensation structure: Transparent retainer with chair premium; DSU-heavy mix; no meeting fees; clear ownership guideline (5x cash retainer) .
- Investor context: Say-on-pay support ~90% in 2024 indicates broad shareholder confidence in ADP’s compensation governance framework (company-level) .
No RED FLAGS identified in the proxy regarding related-party transactions, pledging/hedging, or attendance for Ms. Keene; board affirms independence and non-material relationships .