David V. Goeckeler
AUTOMATIC DATA PROCESSINGAbout David V. Goeckeler
Independent director of ADP since 2022; age 63. Currently Chairman and Chief Executive Officer of Sandisk Corporation (since Feb 2025), formerly CEO and director of Western Digital (Mar 2020–Feb 2025) and prior senior leadership at Cisco. Core credentials: large-scale technology leadership, cloud infrastructure, cybersecurity, data protection and AI infrastructure; ADP designates him independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital | Chief Executive Officer and Director | Mar 2020–Feb 2025 | Led large-scale development operations; strategic thought-leadership in cloud, software, cybersecurity, data protection |
| Cisco Systems | EVP & GM, Networking and Security Business (prior SVP roles) | 2014–Mar 2020 | Drove networking and security portfolio; deep domain expertise relevant to ADP’s product security and resiliency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sandisk Corporation | Chairman and Chief Executive Officer | Feb 2025–present | Current operating role |
| Automatic Data Processing (ADP) | Independent Director | 2022–present | Committee member: CMDC and CDTC |
Board Governance
- Committees: Compensation & Management Development Committee (CMDC) and Corporate Development & Technology Committee (CDTC) .
- Committee chairs: Not a chair; CMDC chaired by Scott F. Powers; CDTC chaired by Peter Bisson .
- Independence: Board determined he is independent under Nasdaq standards .
- Attendance/engagement: Board held 10 meetings in FY2025; CMDC met 4 times; CDTC met 4 times. All incumbent directors attended at least 75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Overboarding policy: Executives of other companies generally limited to 2 public boards (including ADP); his ADP service alongside his Sandisk chair/CEO role is within this limit .
- Executive sessions: Independent directors hold executive sessions during each meeting; non-executive Chair presides .
Fixed Compensation (Non-Employee Director – FY2025)
| Component | Amount | Detail |
|---|---|---|
| Annual elective retainer (cash or DSUs) | $130,000 | Shown under “Fees Earned or Paid in Cash” (elective portion) . |
| Non-elective equity (DSUs) | $230,000 | Annual DSUs credited; fully vested when credited . |
| Committee chair fees | $0 | Not a chair; chair retainers: Audit $25k, CMDC $20k, NCGC/CDTC $15k (for reference) . |
| Other compensation (charitable match) | $5,000 | ADP Foundation match . |
| Total FY2025 | $365,000 | Sum of above . |
Grant timing/fair value: Annual DSU grant credited 11/6/2024; grant date fair value $360,000 (includes elective DSUs if chosen) .
Performance Compensation
- Not applicable to directors. ADP’s non-employee director pay is retainer-based (cash/DSUs); no performance-based metrics apply to directors .
Other Directorships & Interlocks
| Company | Role/Seat | Committee Roles | Notes |
|---|---|---|---|
| ADP | Independent Director | CMDC, CDTC | Current |
| Sandisk Corporation | Chairman & CEO | — | Current operating role; as a chair, he serves on that board . |
| Other public company boards | None disclosed in ADP proxy | — | Not listed in ADP proxy biography . |
- Related-party transactions: ADP states it has ordinary-course relationships with companies where directors serve, but none deemed material or impeding independence; related-person transactions >$120k require NCGC review; no items noted for Mr. Goeckeler .
Expertise & Qualifications
- Technology leadership (cloud computing, software, AI infrastructure), cybersecurity and data protection; transformational operator with experience in modern software/business models—fit for CDTC oversight of technology/product security .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares/units) | 5,209 | Represents DSUs; directors have no voting rights on DSUs until settlement . |
| Ownership % of outstanding | <1% | Individual percent not listed; asterisk denotes <1% . |
| DSUs outstanding (6/30/2025) | 5,209 | Aggregate DSUs at FY-end . |
| Pledging/hedging | Prohibited by policy | No holding in margin accounts or pledging; hedging banned . |
| Ownership guidelines | 5× annual cash retainer (for directors) | Applies to all non-employee directors . |
Insider Trades (Form 4 references)
| Date | Filing/Link | Summary |
|---|---|---|
| 2022-10-04 | SEC Form 4: https://www.sec.gov/Archives/edgar/data/8670/000122520822005693/xslF345X03/doc4.xml | Initial reporting of director equity upon joining ADP board (DSUs) . |
| 2024-11-06 | Annual DSU grant (proxy disclosure) | Grant date fair value $360,000 credited in DSUs; number of units based on grant date price . |
Governance Assessment
-
Strengths
- Independent director with deep technology, cybersecurity and AI infrastructure expertise placed on CMDC and CDTC—aligned with ADP’s product security/resiliency and talent oversight needs .
- Attendance and engagement appear solid (≥75% threshold met; board held 10 meetings; committees active), with regular executive sessions enhancing independent oversight .
- Pay mix aligns directors with shareholders: mandated DSUs ($230k non-elective) and elective DSUs/cash ($130k); stock ownership guideline of 5× cash retainer; hedging/pledging prohibited .
- Board deems him independent despite external CEO role; overboarding policy allows executives to sit on ≤2 public boards including ADP, which his current roles satisfy .
-
Potential Risks/Monitoring Points
- External CEO/Chair role (Sandisk) implies significant time demands; however, ADP’s overboarding policy addresses capacity, and he serves on two boards including his company’s board .
- Potential transactional interlocks (e.g., hardware/software procurement) are acknowledged at the board level; ADP states none are material or independence-impairing; continue monitoring related-person reviews .
- Director compensation is retainer/DSU-based (no performance metrics), standard for governance but offers limited explicit performance linkage relative to executives; mitigated by ownership requirements and DSU structure .
-
Contextual shareholder signal
- Say-on-pay support ~90% in 2024 indicates broad investor approval of ADP’s pay practices and governance context in which he serves .