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Item 9A. Controls and Procedures

2025-08-06 compared with 2024-08-07 · 44 added, 40 removed, 230 unchanged (27% of the section changed)

Controls and Procedures

Attached as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K are certifications of ADP's Chief Executive Officer and Chief Financial Officer, which are required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

This “Controls and Procedures” section should be read in conjunction with the report of Deloitte & Touche LLP that appears in this Annual Report on Form 10-K and is hereby incorporated herein by reference.

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Chief Executive Officer

/s/ Don McGuire

/s/ Peter Hadley

Chief Financial Officer

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Other Information

In connection with his previously announced departure from Automatic Data Processing, Inc.

(the “Company”) on September 30, 2025, Don McGuire entered into a separation agreement and release (the “agreement”), dated August 1, 2025.

His departure constitutes a “Qualifying Termination” as defined under the Company’s Corporate Officer Severance Plan (the “Plan”) and the agreement sets forth the terms of his separation and release in accordance with the Plan.

A copy of the agreement is filed as Exhibit 10.31 hereto and incorporated herein by reference.

For the fiscal quarter ended June 30, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

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Name Age Position ADP Since

John Ayala 57 Chief Operating Officer 2002

Maria Black 51 President and Chief Executive Officer 1996

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Chris D'Ambrosio 44 Chief Strategy Officer 2014

Joe DeSilva 49 President, Global Sales 2003

Joe DeSilva 50 Executive Vice President, North America and Chief of Operations 2003

David Foskett 49 President, Global Sales 2004

Peter Hadley 52 Chief Financial Officer 2002

Sreeni Kutam 55 President, Global Product and Innovation 2014

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Jonathan Lehberger 52 Corporate Controller and Principal Accounting Officer 2004

Don McGuire 64 Chief Financial Officer 1998

John Ayala joined ADP in 2002.

Prior to his appointment as Chief Operating Officer in January 2022, he served as President, Employer Services North America from March 2020 to December 2021, as President, Major Account Services and ADP Canada from January 2017 to February 2020, as President, Small Business Services, Retirement Services and Insurance Services from July 2014 to December 2016, as Vice President, Client Experience and Continuous Improvement from November 2012 to June 2014, as Senior Vice President, Services and Operations - Small Business Services from February 2012 to October 2012, as President, TotalSource from July 2011 to January 2012, and as Senior Vice President, Service and Operations, TotalSource from June 2008 to June 2011.

Maria Black joined ADP in 1996.

Prior to her appointment as President and Chief Executive Officer in January 2023, she served as President, ADP from January 2022 to December 2022, as President, Worldwide Sales and Marketing from March 2020 to December 2021, as President, Small Business Solutions and Human Resources Outsourcing from January 2017 to February 2020, as President, ADP TotalSource from July 2014 to December 2016, as General Manager, ADP United Kingdom from April 2013 to June 2014, and as General Manager, Employer Services - TotalSource Western Central Region from January 2008 to March 2013.

Virginia Magliulo 56 Executive Vice President, Employer Services International 2015

Brian Michaud 57 Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing 1991

Maria Black j oined ADP in 1996.

Prior to her appointment as President and Chief Executive Officer in January 2023, she served as President, ADP from January 2022 to December 2022, and as President, Worldwide Sales and Marketing from March 2020 to December 2021.

Paul Boland joined ADP in 2017.

Prior to his appointment as Chief Human Resources Officer in June 2023, he served as Interim Chief Human Resources Officer from November 2022 to June 2023, as Senior Vice President, Human Resources, Employer Services International from September 2021 to November 2022, as Division Vice President, HR, for Europe, Middle East and Africa (EMEA), GlobalView, Asia Pacific and Latin America from July 2018 to September 2021, and as Vice President, HR for EMEA from May 2017 to July 2018.

Prior to joining ADP, he served as Vice President, HR, EMEA with Allergan plc.

Prior to his appointment as Chief Human Resources Officer in June 2023, he served as Interim Chief Human Resources Officer from November 2022 to June 2023, as Senior Vice President, Human Resources, Employer Services International from September 2021 to November 2022, and as Division Vice President, HR, for Europe, Middle East and Africa (EMEA), GlobalView, Asia Pacific and Latin America from July 2018 to September 2021.

Bonarti joined ADP in 1997.

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Chris D’Ambrosio joined ADP in 2014.

Prior to his appointment as Chief Strategy Officer in June 2021, he served as Senior Vice President, General Manager, Insurance Services, Small Business Services from January 2019 to June 2021, and as Senior Division Vice President of Strategy and Business Development, Small Business Services and Human Resources Outsourcing from December 2017 to January 2019, as Division Vice President of Strategy and Business Development, Human Resources Outsourcing from February 2017 to December 2017, and Division Vice President of Strategy, Human Resources Outsourcing from March 2016 to February 2017.

Prior to his appointment as Chief Strategy Officer in June 2021, he served as Senior Vice President, General Manager, Insurance Services, Small Business Services from January 2019 to June 2021.

Joe DeSilva joined ADP in 2003.

Prior to his appointment as President, Global Sales in January 2022, he served as President, Small Business Services, Retirement Services and Insurance Services from February 2020 to December 2021, as Senior Vice President, Services & Operations, Small Business Services from May 2017 to February 2020, as Senior Vice

President/General Manager, Retirement Services from June 2015 to May 2017, and as Senior Vice President, Sales, Retirement Services from May 2013 to June 2015.

Prior to his appointment as Executive Vice President, North America and Chief of Operations in January 2025, he served as President, Global Sales from January 2022 to December 2024, and as President, Small Business Services, Retirement Services and Insurance Services from February 2020 to December 2021.

David Foskett joined ADP in 2004.

Prior to his appointment as President, Global Sales in January 2025, he served as Senior Vice President, Global Enterprise Sales and Employer Services International Sales from April 2023 to December 2024, as Senior Vice President, Global Enterprise Sales from July 2021 to March 2023, and as Senior Vice President, Sales, Employer Services International from June 2015 to June 2021.

Peter Hadley joined ADP in 2002.

Prior to his appointment as Chief Financial Officer in July 2025, he served as Corporate Treasurer from October 2022 to June 2025, and as President, Asia Pacific from November 2017 to September 2022.

Sreeni Kutam joined ADP in 2014.

Prior to his appointment as President, Global Product and Innovation in January 2023, he served as Chief Human Resources Officer from June 2018 to December 2022, as Interim Chief Human Resources Officer from January 2018 to June 2018, as Division Vice President, Human Resources, Major Account Services from May 2016 to January 2018, and as Vice President, HR Strategy and Planning from January 2014 to April 2016.

Prior to joining ADP, he was an HR consultant.

Prior to his appointment as President, Global Product and Innovation in January 2023, he served as Chief Human Resources Officer from June 2018 to December 2022.

David Kwon joined ADP in 2011.

Prior to his appointment as Corporate Vice President, Chief Legal Officer/General Counsel in July 2021, he served as Staff Vice President and Associate General Counsel – Global Compliance from March 2019 to June 2021, and as Staff Vice President and Associate General Counsel – Litigation from July 2012 to March 2019 .

Jonathan Lehberger joined ADP in 2004.

Prior to his appointment as Corporate Controller in July 2024, he served as Senior Vice President, Financial Strategy and Planning from April 2022 to June 2024, Chief Financial Officer for Small Business Services from May 2021 to March 2022, and Chief Financial Officer, Major Account Services and ADP Canada from January 2017 to April 2021.

Don McGuire joined ADP in 1998.

Prior to his appointment as Chief Financial Officer in October 2021, he served as President, Employer Services International from June 2018 to September 2021, as President, Global Enterprise Solutions EMEA/Streamline from July 2016 to June 2018, as Senior Vice President, General Manager, Asia Pacific Region from December 2012 to June 2016, and as General Manager, ADP United Kingdom/Ireland from September 2007 to December 2012.

Prior to his appointment as Corporate Controller in July 2024, he served as Senior Vice President, Financial Strategy and Planning from April 2022 to June 2024, as Chief Financial Officer, Small Business Services from May 2021 to March 2022, and as Chief Financial Officer, Major Account Services and ADP Canada from January 2017 to April 2021.

Virginia Magliulo joined ADP in 2015.

Prior to her appointment as Executive Vice President, Employer Services International in October 2021, she served as President, ADP GlobalView from November 2019 to October 2021.

Brian Michaud joined ADP in 1991.

Prior to his appointment as Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing in November 2024, he served as President, Smart Compliance Solutions & Human Resources Outsourcing from February 2024 to September 2024, as President, Smart Compliance Solutions from April 2021 to January 2024 and as President, Human Resources Outsourcing and Comprehensive Services from February 2020 to March 2021.

See “Election of Directors” in the Proxy Statement for the Company’s 2025 Annual Meeting of Stockholders, which information is incorporated herein by reference.

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ADP has adopted a code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions.

The code of ethics may be viewed online on ADP’s website at www.adp.com under “Investor Relations” in the “Corporate Governance” section.

The code of ethics may be viewed online on ADP’s website at www.adp.com under “About”, “Investors”, “Governance” in the “Governance Documents” section.

Any amendment to or waivers from the code of ethics will be disclosed on our website within four business days following the date of the amendment or waiver.

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333-72023 on Form S-4 filed with the Commission on February 9, 1999

Amended and Restated By-laws of the Company, dated August 3, 2023

Amended and Restated By-laws of the Company, dated April 28, 2025 - incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025

Description of Common Stock

2 unchanged sentences

Form of First Supplemental Indenture between Automatic Data Processing, Inc.

and Wells Fargo Bank, National Association, as trustee - incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated and filed on September 15, 2015

Form of 3.375% Senior Note due 2025 - incorporated by reference to Exhibit B to Exhibit 4.1 to the Company's Current Report on Form 8-K dated and filed on September 15, 2015

Form of First Supplemental Indenture between Automatic Data Processing, Inc.

Bank National Association, as trustee - incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 11, 2020 and filed on August 13, 2020

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Form of 1.700% Senior Note due 2028 - incorporated by reference to Exhibit A to 4.1 to the Company’s Current Report on Form 8-K dated May 11, 2021 and filed on May 14, 2021

Form of Third Supplemental Indenture between Automatic Data Processing, Inc.

Bank Trust Company, National Association, as trustee – incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 4, 2024 and filed on September 9, 2024

Form of 4.450% Senior Note due 2034 – incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 4, 2024 and filed on September 9, 2024

Form of Fourth Supplemental Indenture between Automatic Data Processing, Inc.

Bank Trust Company, National Association, as trustee – incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 5, 2025 and filed on May 8, 2025

Form of 4.750% Senior Note due 2032 – incorporated by reference to Exhibit A to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 5, 2025 and filed on May 8, 2025

364-Day Credit Agreement, dated as of June 27, 2025, among Automatic Data Processing, Inc., the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., BNP Paribas, Wells Fargo Bank, N.A.

9 unchanged sentences

Automatic Data Processing, Inc.

Amended and Restated Employees’ Savings-Stock Purchase Plan, effective as of November 9, 2022 (Management Compensatory Plan)

Amended and Restated Employees’ Savings-Stock Purchase Plan, effective as of November 9, 2022 - incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023 (Management Compensatory Plan)

Automatic Data Processing, Inc.

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Amended and Restated 2008 Omnibus Award Plan (as amended and restated as of April 11, 2018, the "2008 Omnibus Award Plan") - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018 (Management Compensatory Plan)

French Sub Plan under the 2008 Omnibus Award Plan effective as of January 26, 2012 - incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012 (Management Compensatory Plan)

Amended French Sub Plan under the 2008 Omnibus Award Plan effective as of April 6, 2016 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016 (Management Compensatory Plan)

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Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan (Management Compensatory Plan) - incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018 (Management Compensatory Plan)

Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan (Management Compensatory Plan) - incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan (Management Compensatory Plan) - incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K dated November 6, 2018 and filed on November 13, 2018 (Management Compensatory Plan)

Form of Stock Option Grant Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 - incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (Management Compensatory Plan)

Form of Restricted Stock and Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 - incorporated by reference to Exhibit 10.32 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (Management Compensatory Plan)

Form of Performance Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2021 - incorporated by reference to Exhibit 10.33 to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (Management Compensatory Plan)

Form of Restricted Stock Unit Award Agreement under the 2018 Omnibus Award Plan for grants beginning September 1, 2022 - incorporated by reference to Exhibit 10.29 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (Management Compensatory Plan)

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Supplementary Excess Retirement Plan, Amended and Restated as of August 1, 2018 (Management Compensatory Plan) - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022

Compensation letter for Don McGuire, dated September 2021, and relocation addendum, dated October 26, 2021, by and between Automatic Data Processing, Inc.

and Don McGuire - incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021

Separation Agreement and Release, dated January 30, 2023, by and between Don Weinstein and Automatic Data Processing, Inc.

Separation Agreement and Release, dated January 27, 2025, by and between John C.

Ayala and Automatic Data Processing, Inc.

- incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2024

Separation Agreement and Release, dated August 1, 2025, by and between Don McGuire and Automatic Data Processing, Inc.

ADP Insider Trading Policy, effective April 13, 2023 - incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023

2 unchanged sentences

Certification by Maria Black pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Don McGuire pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Peter Hadley pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

Certification by Maria Black pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification by Don McGuire pursuant to 18 U.S.C.

Certification by Peter Hadley pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Automatic Data Processing, Inc.

Clawback Policy

Clawback Policy - incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024

101.INS Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

37 unchanged sentences

(Principal Executive Officer)

/s/ Don McGuire Chief Financial Officer August 7, 2024

(Don McGuire) (Principal Financial Officer)

/s/ Peter Hadley Chief Financial Officer August 6, 2025

(Peter Hadley) (Principal Financial Officer)

/s/ Jonathan Lehberger Corporate Controller August 6, 2025

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures