Peter Bisson

About Peter Bisson

Peter Bisson (age 68) is an independent director of ADP, serving on the Board since 2015. He chairs the Corporate Development & Technology Committee (CDTC) and is a member of the Audit Committee, bringing three decades of strategy and technology advisory experience as former Director and Global Leader of the High‑Tech Practice at McKinsey & Company; he currently serves as a director of Gartner Inc. and a special advisor to Brighton Park Capital . The Board has affirmatively determined he is independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Independence and attendance: The Board determined Bisson is independent; all incumbent directors attended at least 75% of aggregate Board and committee meetings in FY2025; all directors then in office attended the 2024 Annual Meeting .
• Committee assignments (FY2025): CDTC Chair; Audit member. Meeting cadence FY2025: Board 10; Audit 7; CDTC 4 .
• CDTC scope: In May 2025, ADP formalized CDTC from advisory to standing status, expanding oversight to product security and resiliency alongside M&A, strategic investments, technology talent, and innovation .
• Leadership structure: Independent, non‑executive Chair (Thomas J. Lynch); executive sessions held regularly with the Chair presiding .
• Overboarding policy: No non‑executive director may serve on >4 public boards (including ADP), and executives on >2, subject to case‑by‑case exceptions .

Fixed Compensation

Program structure (non‑employee directors, FY2025): $360,000 annual retainer ($230,000 DSUs mandatory; $130,000 elective cash or DSUs); committee chair retainers: Audit $25,000; CMDC $20,000; NCGC $15,000; CDTC $15,000. Non‑executive Chair receives an additional $200,000 ($100,000 DSUs + $100,000 cash/DSUs) .

Grant accounting detail (DSUs):

• DSU grant date fair value credited to Bisson on 11/6/2024: $375,000 (reflects non‑elective DSUs plus elective DSUs for cash retainer and CDTC chair choice) .
• Meeting fees: Eliminated effective 2023 Annual Meeting (no meeting fees in FY2024; policy continued in FY2025) .

Forthcoming changes (effective at 2025 Annual Meeting for FY2026 director pay): non‑elective DSU portion to $240,000; NCGC/CDTC chair retainers to $17,500 .

Performance Compensation

Non‑employee director pay at ADP is retainer‑based (cash and DSUs); the proxy does not include performance‑conditioned equity or annual bonus structures for directors. DSUs are fully vested when credited and settle in shares upon separation from the Board; no dividends are paid on unearned PSUs (applies to executives); meeting fees are eliminated .

Other Directorships & Interlocks

• Current public company board: Gartner Inc. .
• ADP policy notes ordinary‑course business relationships with companies where ADP directors serve as executives or directors; the Board concluded none were material or impaired independence .

Expertise & Qualifications

• Strategic and technology credentials: 30+ years advising global tech and services companies on corporate strategy, M&A, performance improvement, marketing, and technology development; contributes to oversight of ADP’s strategic direction and digital transformation, including AI‑enabled portfolio .
• Committee fit: Technology and M&A depth aligns with CDTC mandate covering acquisitions, innovation, technology talent, and product security/resiliency .

Equity Ownership

Additional alignment policies:

• Stock ownership guideline for non‑employee directors: minimum 5x annual cash retainer .
• No‑hedging and no‑pledging policies apply to directors and employees .

Governance Assessment

• Strengths: Independent status; sustained attendance compliance; relevant tech/strategy expertise; chairs a now‑formalized CDTC with explicit oversight of product security/resiliency; robust director ownership guidelines; hedging/pledging prohibitions; and no material related‑party conflicts identified by the Board .
• Compensation alignment: Retainer‑heavy, equity‑linked via DSUs; Bisson’s total compensation stable YoY at $390,000, with committee chair fee appropriately reflected; no performance pay that could misalign incentives for oversight .
• Shareholder context: Say‑on‑pay support remained high (~90% in 2024; ~91% prior year), signaling constructive investor sentiment toward ADP’s pay/governance framework during his tenure on the Board .
• Watch items: External roles (Gartner director; PE advisor) merit routine monitoring for potential business relationships, though ADP reports no material transactions affecting independence; overboarding policy provides guardrails and he appears within limits .

No RED FLAGS identified specific to Peter Bisson in the latest proxies: no related‑party transactions, no pledging/hedging, independence affirmed, and attendance thresholds met .