Brian Michaud
Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing at 
AUTOMATIC DATA PROCESSING
AUTOMATIC DATA PROCESSINGExecutive
About Brian Michaud
Brian Michaud is Executive Vice President, Smart Compliance Solutions & Human Resources Outsourcing (HRO) at ADP. He joined ADP in 1991 and is 57 years old; he assumed the EVP role in November 2024 after leading Smart Compliance and HRO businesses in prior years . During his current tenure, ADP delivered FY2025 revenue of $20.6B and 10% EPS growth to $9.98, with record client satisfaction and strong retention . Company PSU outcomes for FY2025 reflected 10.6% adjusted net income growth and 6.2% revenue ex-ZMPT growth (Year 1 metrics for FY2025 awards), and the FY2023 PSU grant paid at 137% after a three-year rTSR percentile rank of 68.1 vs. the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ADP | EVP, Smart Compliance Solutions & HRO | Nov 2024 – Present | Oversees ADP’s HRO and compliance portfolio; HRO highlighted as “Leader in Multi-Process HRO” (Everest) and “#1 PEO” (Forbes); HRO revenue cited at $6.2B with 17K clients and a 70% NPS increase (unit-level data shared at Investor Day) . |
| ADP | President, Smart Compliance Solutions & HRO | Feb 2024 – Sep 2024 | Transition role integrating Smart Compliance and HRO leadership . |
| ADP | President, Smart Compliance Solutions | Apr 2021 – Jan 2024 | Led growth and product strategy in compliance solutions . |
| ADP | President, Human Resources Outsourcing & Comprehensive Services | Feb 2020 – Mar 2021 | Led HRO and Comprehensive Services; groundwork for later HRO portfolio expansion . |
Fixed Compensation
- Not individually disclosed in ADP’s FY2025 proxy because Michaud was not a Named Executive Officer (NEO); NEOs listed did not include Michaud .
Performance Compensation
- ADP applies common incentive frameworks to executive officers (including NEOs), which also inform Michaud’s incentives as an executive officer:
- Annual bonus metrics: revenue growth, new business bookings growth, adjusted EBIT growth, plus client satisfaction/transformation/paperless/HCM objectives .
- Long-term PSUs: adjusted net income growth (67% weight) and revenue ex-ZMPT growth (33% weight), with a three-year relative TSR modifier of ±20% vs. S&P 500 .
Annual Cash Bonus Plan (FY2025 company results)
| Metric | Target | Actual Result | Plan Payout Impact |
|---|---|---|---|
| Revenue Growth | 5.7% | 7.1% ex-FX above assumed FX | Contributed to 107.1% of target bonus for NEOs |
| New Business Bookings Growth | 7.8% | 3.5% | Contributed to 107.1% of target bonus for NEOs |
| Adjusted EBIT Growth | 8.8% | 9.7% ex-FX above assumed FX | Contributed to 107.1% of target bonus for NEOs |
PSU Program (Performance Year FY2025; applies to FY2025 awards Year 1, FY2024 awards Year 2, FY2023 awards Year 3)
| Metric | Weight | FY2025 Target | FY2025 Result | Payout Effect |
|---|---|---|---|---|
| Adjusted Net Income Growth | 67% | 7.9% | 10.6% (ex-FX and M&A first-year impacts) | Year factor supported 132% PSU payout for FY2025 performance year |
| Revenue ex-ZMPT Growth | 33% | 5.6% | 6.2% (ex-FX and M&A first-year impacts) | Year factor supported 132% PSU payout for FY2025 performance year |
| rTSR Modifier (FY2023 grant) | ±20% | — | 68.1 percentile vs S&P 500 | Final FY2023 PSU payout 137% |
Vesting Schedules (Plan Mechanics)
| Award Type | Vesting | Settlement | Notes |
|---|---|---|---|
| Time-based RSUs | Generally ratable over 3 years | Stock (U.S. employees); cash (generally non-U.S.) | Dividend equivalents paid on share-settled units . |
| PSUs | 1–3 year performance period plus up to 38 months service period | Stock or cash depending on country | 0–200% payout of target based on performance; dividend equivalents accrue and pay if earned . |
| Options | Discontinued for new grants beginning Sep 2022 | — | Legacy options remain outstanding for some officers . |
Equity Ownership & Alignment
- Insider trading plan: Michaud adopted a Rule 10b5-1(c) plan on September 9, 2025, effective January 2–December 31, 2026, covering a maximum of 10,785 securities (mix of options/RSUs/PSUs/shares; subject to tax withholding and limit-order fills) .
- No-hedging, no-pledging: ADP prohibits hedging and pledging of ADP securities by all employees and executive officers, reducing misalignment risk .
- Stock ownership guidelines: ADP maintains guidelines for executive officers; proxy details specify CEO at 6x salary and other NEOs at 3x salary (all NEOs met their guideline as of FY2025; Michaud’s individual status not disclosed) .
Employment Terms
| Plan/Policy | Trigger | Cash Multiple | Equity Treatment | Other Key Terms |
|---|---|---|---|---|
| Change in Control Severance Plan (Corporate Officers) | Double-trigger (termination without cause or for good reason within 2 years post-CIC) | 1.5x total annual compensation for officers; 2.0x for CEO | Full vesting of options and RSUs; PSUs at 100% of target for ongoing programs | “Good reason” includes material diminution in role, reductions in comp/benefits; “Cause” defined stringently . No excise tax gross-ups . |
| Corporate Officer Severance Plan (Non‑CIC) | Involuntary termination without cause | 18 months base salary continuation (24 months CEO) | Continued vesting during severance period; PSUs prorated per plan | Prorated bonus for year of termination; restrictive covenants (non-compete/non-solicit) and release required . |
| Clawback Policy | Misconduct/adverse activity; mandatory for material restatement | N/A | Recovery of cash/equity incentives permitted/required | Exceeds Nasdaq standards; applies to current and former corporate officers . |
Related Party Transactions (Governance)
- ADP disclosed that Michaud’s sibling is employed as an associate and received total cash compensation over $120,000 in FY2025 under ADP’s Related Persons Transaction Policy review framework .
Performance & Track Record (Business Context)
| Area | Evidence |
|---|---|
| Corporate financial performance (FY2025) | Revenue $20.6B; EPS $9.98 (+10%); record client satisfaction; strong retention (92.1% Employer Services) . |
| HRO stature and momentum (unit-level, Investor Day) | EVG “Leader” in Multi-Process HRO; Forbes “#1 PEO”; HRO revenue $6.2B; 17K clients; 70% NPS increase . |
| PSU outcomes | FY2025 PSU year factor at 132%; FY2023 PSU grant final payout 137% with rTSR percentile 68.1 . |
Compensation Peer Group and Say-on-Pay (Context)
- Peer group used for benchmarking (e.g., ACN, ADBE, AON, FIS, FI, INTU, MA, PYPL, CRM, V, etc.); maintained for FY2025 after FW Cook review .
- Say‑on‑pay support: Approximately 90% approval at 2024 Annual Meeting, indicating investor support for pay design .
Investment Implications
- Alignment: Incentives emphasize profitable growth (adjusted net income, revenue ex‑ZMPT), operational KPIs (revenue, bookings, adjusted EBIT), and market-relative performance (rTSR), supporting line-of-sight value creation in Michaud’s HRO/compliance remit .
- Retention risk: Participation in corporate officer severance and CIC plans with double‑trigger equity acceleration and 1.5x cash multiple (for non‑CEO officers) provides balanced retention economics; strict clawback and no‑hedge/pledge policies mitigate risk-taking and misalignment .
- Trading signal: The 10b5‑1 plan covering up to 10,785 securities in 2026 indicates pre‑scheduled potential sales; while not a negative per se, it can introduce episodic supply and should be monitored alongside vesting calendars and blackout windows .
- Governance watch‑items: Related‑person disclosure regarding a sibling’s employment appears low‑risk and procedurally overseen under ADP’s policy . Strong say‑on‑pay and peer benchmarking reduce governance overhang .