Sandra S. Wijnberg
AUTOMATIC DATA PROCESSINGAbout Sandra S. Wijnberg
Independent director of ADP since 2016; age 69. Currently Audit Committee Chair and member of the Nominating/Corporate Governance Committee. Former Executive Advisor, Partner and Chief Administrative Officer at Aquiline Holdings; prior senior finance roles include CFO of Marsh & McLennan and treasurer/interim CFO at YUM! Brands; served as Deputy Head of Mission, Office of the Quartet in Jerusalem (2014–2015). External directorships include Cognizant Technology Solutions and T. Rowe Price Group; non‑executive chair of Hippo Holdings Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aquiline Holdings | Partner & Chief Administrative Officer | 2007–2014 | Corporate finance and administration |
| Aquiline Holdings | Executive Advisor | 2015–2019 | Strategic advisory |
| Office of the Quartet (Jerusalem) | Deputy Head of Mission | 2014–2015 | Diplomatic/mission leadership |
| Marsh & McLennan Companies, Inc. | Senior Vice President & Chief Financial Officer | Jan 2000–Apr 2006 | Corporate finance and risk management |
| YUM! Brands, Inc. | Treasurer & Interim CFO | Not disclosed | Corporate finance leadership |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Cognizant Technology Solutions Corporation | Director | Current | Large‑cap IT services; potential vendor/client relationships immaterial per board review |
| T. Rowe Price Group, Inc. | Director | Current | Large‑cap asset manager; relationships immaterial per board review |
| Hippo Holdings Inc. | Non‑Executive Chair of the Board | Current | Insurance technology; chair role |
Board Governance
- Independence: Board determined Wijnberg is independent under Nasdaq standards; all audit, compensation, nominating/corporate governance, and corporate development & technology committees comprise independent directors .
- Committee assignments and leadership:
- Audit Committee: Chair; meetings held FY2025: 7 .
- Nominating/Corporate Governance Committee: Member; meetings held FY2025: 3 .
- Attendance/Engagement: Board held 10 meetings in FY2025; all incumbent directors attended at least 75% of board and committee meetings; all directors then in office attended the 2024 Annual Meeting .
- Board leadership: Independent, non‑executive chair (Thomas J. Lynch); executive sessions held regularly .
- Risk oversight: Audit Committee oversees financial, compliance, cybersecurity, and privacy risks with regular reporting from security and legal leadership .
- Related‑party transactions: Nominating/Corporate Governance Committee reviews related‑person transactions >$120,000; board determined ordinary‑course relationships involving companies where directors serve were not material and did not impair independence .
Fixed Compensation (Non‑Employee Director – FY2025)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer – elective portion (cash or DSUs) | $130,000 | Director may elect cash or DSUs |
| Audit Committee Chair Retainer | $25,000 | Chair fee |
| Non‑elective DSUs (annual retainer portion) | $230,000 | Granted as DSUs; fully vested when credited |
| ADP Foundation Matching Contributions | $20,000 | Charity match (up to $20k per calendar year) |
| Total FY2025 Compensation | $405,000 | Sum of components |
Additional grant detail:
- DSU grant date and aggregate grant date fair value: 11/6/2024; $385,000 (includes non‑elective DSUs and elective portion taken in DSUs) .
- Program design: No meeting fees disclosed; annual retainers paid in DSUs and cash/DSUs; chair retainers may be paid in cash, deferred, or DSUs; DSUs fully vested when credited; dividend equivalents accrue and are paid upon separation; interest on dividend equivalents equals 5‑year U.S. Treasury rate + 0.50% for each 12‑month period starting Nov 1 .
Performance Compensation
| Metric/Instrument | Structure | FY2025 Outcome |
|---|---|---|
| Performance‑linked components for non‑employee directors | None disclosed; director compensation consists of retainers and DSUs (not performance‑conditioned) | N/A |
Policy highlights impacting alignment:
- Clawback: Rigorous clawback policy exceeding Nasdaq requirements (applies to corporate officers; directors not subject to incentive comp) .
- Hedging/Pledging: Prohibited for all directors and employees; no margin accounts or pledging ADP securities .
Other Directorships & Interlocks
| External Entity | Potential Interlock with ADP | Board Determination |
|---|---|---|
| Cognizant Technology Solutions | IT/services vendor/client relationships may exist | Not material; does not impede independent judgment |
| T. Rowe Price Group | Asset management/financial services | Not material; does not impede independent judgment |
| Hippo Holdings | Insurance/technology services | Not material; does not impede independent judgment |
Expertise & Qualifications
- Financial acumen; corporate finance and accounting; strategic planning; insurance and risk management; international experience .
- As Audit Chair, contributes to oversight of internal controls, financial reporting, independent auditor, compliance, and cybersecurity/privacy risk frameworks .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| DSUs outstanding (June 30, 2025) | 18,954 units | Fully vested when credited; no voting rights; paid in shares upon board departure |
| Beneficial ownership reported | 18,954 shares (via DSUs) | DSUs noted as shares issuable; no voting rights prior to settlement |
| Shares outstanding (record date) | 405,089,516 | Common stock outstanding (excluding treasury) |
| Ownership as % of shares outstanding | ~0.0047% | Computed from DSUs/total shares |
| Director stock ownership guideline | Minimum 5× annual cash retainer | Applies to all non‑employee directors |
| Hedging/Pledging status | Prohibited by policy | Alignment safeguard |
Governance Assessment
- Strengths for investor confidence:
- Independent director; Audit Committee Chair; robust oversight of financial reporting, compliance, cybersecurity, and privacy—core risk domains for ADP’s model .
- Compensation mix emphasizes DSUs and ownership alignment; DSUs fully vested and settle in shares at end of service, with dividend equivalents accruing—strong equity linkage .
- Board policies prohibit hedging and pledging; formal related‑party transaction review; board found ordinary‑course relationships immaterial—low conflict risk .
- Attendance thresholds met; active board engagement and investor outreach includes director participation—supports board effectiveness .
- Watch items / potential red flags:
- Overboarding proximity: ADP policy caps non‑executive directors at 4 public boards including ADP; Wijnberg currently holds ADP plus three external roles (Cognizant, T. Rowe Price, Hippo), reaching that limit—monitor time commitments and committee workload in future cycles .
- Concentration of responsibilities as Audit Chair increases reliance on her continued capacity and independence; succession/rotation planning within Audit Committee should be monitored .
- Program changes: FY2026 increases to non‑elective DSU portion ($240k) and certain chair retainers—modest upward adjustments; no structural change to director equity/cash mix .
- Broader governance signals: Independent chair structure; regular executive sessions; enterprise‑wide risk oversight; strong say‑on‑pay support for executives (~90% in 2024), indicating broad investor alignment with compensation governance .