Carlos A. Rodriguez
AUTOMATIC DATA PROCESSINGAbout Carlos A. Rodriguez
Carlos A. Rodriguez (age 61) serves on ADP’s Board since 2011; he is the former Executive Chair (Jan 2023–Jan 2024) and CEO (Nov 2011–Dec 2022). He is not classified as independent under Nasdaq standards in the 2025 proxy. Rodriguez is recognized as a leader in the HCM industry with deep institutional knowledge of ADP; he is currently a director of Microsoft Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADP | Executive Chair | Jan 2023–Jan 2024 | Oversaw board leadership during CEO transition and governance refresh |
| ADP | Chief Executive Officer | Nov 2011–Dec 2022 | Led strategy, transformation, and growth; recognized HCM leadership |
| ADP | President & COO; President through 2021 | Various (joined ADP in 1999) | Led multiple businesses (National Accounts Services, Employer Services International, Small Business Services, PEO) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Director | Current | Committee roles not disclosed in ADP proxy |
Interlocks note: ADP discloses ordinary-course relationships with companies where directors serve as executives/board members and determined none were material or impaired independent judgment.
Board Governance
- Independence: Not independent per board’s Nasdaq independence determination (Rodriguez not listed among independent directors).
- Committee assignments: None disclosed for Rodriguez; current committee rosters do not include him.
- Attendance: Board held 10 meetings in FY2025; all incumbent directors attended ≥75% of aggregate board/committee meetings; all directors then in office attended the 2024 Annual Meeting.
- Board leadership: Independent non-executive Chair (Thomas J. Lynch).
- Overboarding policy: No non-executive director >4 public boards; executives ≤2 (case-by-case exceptions possible).
- Executive sessions: Independent directors meet regularly without management.
Fixed Compensation
| Item | FY2025 Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $130,000 | |
| Stock Awards (DSUs – non-elective portion) | $230,000 | |
| All Other Compensation (charitable match) | $9,850 | |
| Total | $369,850 | |
| DSU Grant Date Fair Value (includes elective DSU election) | $360,000 (11/6/2024) |
Program structure:
- Annual retainer for non-employee directors: $360,000 ($230,000 DSUs non-elective; $130,000 cash or DSUs elective).
- Most directors (including Rodriguez) elected to take the elective portion in DSUs.
- Committee chair retainers (cash/deferred/DSUs): Audit $25,000; CMDC $20,000; NCGC $15,000; CDTC $15,000.
- Stock ownership guidelines: Minimum holding equal to 5x annual cash retainer.
- Meeting fees: Eliminated (as of 2023); none in FY2024.
Historical note (FY2024): Rodriguez did not receive non-employee director compensation due to transition timing; $0 fees/$0 stock awards; $10,000 charitable match.
Performance Compensation
Not applicable for non-employee directors: ADP’s director pay is retainer-based (cash and DSUs); no director bonus, PSUs, or option awards are disclosed in the director compensation program.
Clawback policy applies to corporate officers (cash and equity) rather than directors; hedging/pledging bans apply to directors.
Other Directorships & Interlocks
| Company | Role | Committee roles (if disclosed) | Notes |
|---|---|---|---|
| Microsoft Corporation | Director | Not disclosed in ADP proxy | Potential technology ecosystem interlock; ADP assessed ordinary-course relationships across companies and found none material. |
Expertise & Qualifications
- Recognized HCM industry leader with broad managerial, operational, and strategic planning expertise; unique understanding of ADP’s business and proven track record of integrity and achievement.
- Board skills matrix emphasizes public company CEO experience, strategic planning, technology, and operations across the board.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 153,464 shares | Less than 1% of outstanding |
| Shares held in trust | 13,813 | Included in beneficial ownership |
| Options exercisable by Oct 14, 2025 | 43,900 | Included in footnote totals |
| RSUs scheduled to vest by Oct 14, 2025 | 7,982 | Included in footnote totals |
| PSUs vested/issued from FY2023–FY2025 period | 68,982 | Included in footnote totals |
| Deferred Stock Units (DSUs) balance (6/30/2025) | 1,179 | Non-voting until settlement |
| Hedging/Pledging | Prohibited for directors | Insider trading policy bans hedging, margins, and pledging of ADP stock |
| Ownership guideline | 5x cash retainer | Individual compliance status not disclosed |
Say-on-Pay & Shareholder Feedback
- FY2025 Say-on-Pay results (Nov 12, 2025): For 286,181,654; Against 25,643,400; Abstain 1,503,321; Broker Non-Votes 40,789,482.
- FY2024 Say-on-Pay approval approx. 90% (proxy summary).
Governance Assessment
- Strengths: Significant HCM and ADP-specific expertise; high attendance; alignment via DSU-heavy director pay; strict no-hedging/pledging; robust stock ownership guidelines; board maintains independent chair and strong governance processes.
- Risks/Red Flags:
- Independence: Rodriguez is not classified as independent under Nasdaq standards in 2025—investors should weigh his prior executive tenure when assessing board independence.
- Committee engagement: No current committee assignments; limits direct oversight roles (audit, compensation, governance, technology).
- Interlocks: External directorship at Microsoft presents potential ecosystem interlock; ADP reports ordinary-course relationships across companies and deems none material, but ongoing monitoring is prudent.
- Signals: Strong investor support for compensation practices in recent years; board conducts regular strategy, risk, and cybersecurity oversight with independent sessions and annual assessments.
Related-party transactions: No related-party disclosures involving Rodriguez; ADP’s policy requires review of transactions >$120,000 with related persons; committee oversight in place.