Scott F. Powers
AUTOMATIC DATA PROCESSINGAbout Scott F. Powers
Independent director at ADP since 2018, age 66, and former President & CEO of State Street Global Advisors (2008–2015), with prior CEO tenure at Old Mutual Asset Management (2001–2008). He is currently Chair of ADP’s Compensation & Management Development Committee and a member of the Nominating/Corporate Governance Committee; the Board has affirmatively determined he is independent under Nasdaq standards. Powers’ credentials center on multi-decade investment management leadership and governance-focused investor engagement, providing an “investor mindset” that supports oversight of strategy, growth, and transformation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State Street Global Advisors | President & Chief Executive Officer | 2008–2015 | Led a global asset manager; deep governance engagement with invested companies cited by ADP as an asset for board oversight |
| Old Mutual Asset Management | President & Chief Executive Officer | 2001–2008 | Ran U.S.-based global asset management business; broadened capital markets and operational expertise |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Sun Life Financial Inc. | Board Chair | Current |
| PulteGroup, Inc. | Director | Current |
| Whole Foods Market, Inc. | Director | 2017 (prior) |
Board Governance
- Committee assignments: Chair, Compensation & Management Development Committee (CMDC); Member, Nominating/Corporate Governance Committee (NCGC).
- Independence: Board determined Powers meets ADP’s categorical independence standards consistent with Nasdaq.
- Attendance: Board held 10 meetings in FY2025; all incumbent directors attended at least 75% of board/committee meetings; all directors then in office attended the 2024 Annual Meeting.
- Committee activity levels (FY2025): Audit (7), CMDC (4), NCGC (3), Corporate Development & Technology (4).
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Fees Earned (elective retainer + CMDC chair retainer) | 150,000 | Column reflects elective portion of annual retainer and chair fee, whether received in cash, deferred, or DSUs |
| Stock Awards (non‑elective DSUs) | 230,000 | Non‑elective portion of annual retainer credited in DSUs |
| DSU Grant Date & Fair Value (incl. elective deferrals) | 380,000 on 11/6/2024 | DSU grant date fair value includes elective deferrals of amounts otherwise payable in cash |
| Program terms: Annual retainer (elective portion) | 130,000 | Paid in cash or DSUs, at director’s election |
| Program terms: CMDC chair retainer | 20,000 | Paid in cash, deferred, or DSUs, at chair’s election |
| DSU features | Fully vested when credited; dividend equivalents accrue; cash paid upon settlement plus interest on dividend equivalents | Interest rate equals 5‑yr U.S. Treasury Notes + 0.50% for each 12‑month period from Nov 1 to payment |
Performance Compensation
| Performance‑conditioned awards for non‑employee directors | Details |
|---|---|
| None disclosed/applicable | ADP’s director program is retainer‑based with DSUs; DSUs for directors are fully vested when credited (not subject to performance metrics). Dividend equivalents accrue; interest paid on dividend equivalents at 5‑yr UST +0.50% and shares are delivered upon separation from the board. |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Considerations |
|---|---|---|
| Sun Life Financial Inc. | Board Chair | ADP states it has ordinary‑course business with companies where directors serve; Board determined none of these transactions were material or impeded independent judgment |
| PulteGroup, Inc. | Director | Same as above |
| Whole Foods Market, Inc. (2017) | Prior Director | Prior role; no related‑party issues disclosed |
Expertise & Qualifications
- Multi‑decade investment management leadership as CEO at SSGA and Old Mutual Asset Management, with extensive global operational/business expertise.
- Governance engagement experience with invested companies; brings an investor mindset supportive of strategic oversight at ADP.
- Committee leadership: Chairs CMDC overseeing executive compensation programs, with authority to retain independent advisors (FW Cook).
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 14,491 shares (includes DSUs and shares in trust) |
| DSUs outstanding (as of 6/30/2025) | 13,041 |
| Shares held in trust | 1,450 |
| Shares outstanding (record date 9/15/2025) | 405,089,516 |
| Ownership as % of outstanding | ~0.0036% (14,491 ÷ 405,089,516) |
- Hedging and pledging of ADP securities are prohibited for directors.
- Director stock ownership guidelines: minimum of 5× annual cash retainer.
Governance Assessment
- Board effectiveness and independence: Powers is independent and plays a central role in pay governance as CMDC Chair; all board committees are composed of independent directors.
- Compensation governance quality: CMDC engages FW Cook as an independent advisor; FW Cook reports to the committee, performs no other services for the company other than an annual review of competitive director compensation for the NCGC, indicating limited conflict risk.
- Attendance and engagement: Board met 10 times in FY2025 with all incumbent directors meeting at least 75% aggregate attendance; all directors attended the 2024 Annual Meeting, supporting engagement.
- Alignment signals: Director pay mix emphasizes DSUs, with fully vested units and dividend equivalents that settle in stock at board exit; directors face no‑hedging/no‑pledging constraints and must meet stock ownership guidelines (5× cash retainer).
- Conflicts and related‑party exposure: ADP’s policy reviews related‑person transactions; the Board determined ordinary‑course relationships with companies where directors serve were not material and did not impede independent judgment; no related‑party transactions disclosed for Powers.
- Shareholder confidence context: Say‑on‑pay support was ~90% at 2024 Annual Meeting; ADP conducts active investor engagement with board participation, which supports governance credibility.
RED FLAGS: None disclosed for Powers regarding related‑party transactions, hedging/pledging, attendance shortfalls, or tax gross‑ups; the director compensation structure does not include performance‑conditioned awards, but relies on DSUs aligned to stockholder interests.