Robert H. Swan
AUTOMATIC DATA PROCESSINGAbout Robert H. Swan
Robert H. Swan (age 65) is an independent director nominee at ADP, currently an Operating Partner at Andreessen Horowitz (since July 2021). He previously served as Intel’s CEO (Feb 2019–Feb 2021), Interim CEO and CFO (Jun 2018–Jan 2019), and CFO (Oct 2016–Jun 2018), with prior senior roles including CFO of eBay, Electronic Data Systems (EDS), TRW, and Webvan (also COO and CEO). He is nominated to stand for election at ADP’s 2025 Annual Meeting; the board has determined he meets Nasdaq independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | Chief Executive Officer | Feb 2019–Feb 2021 | Led large-scale technology company with global operations |
| Intel Corporation | Interim CEO and CFO | Jun 2018–Jan 2019 | Oversight of finance and operations during transition |
| Intel Corporation | Chief Financial Officer | Oct 2016–Jun 2018 | Senior finance leadership in semiconductor industry |
| eBay Inc. | Chief Financial Officer | Not disclosed | Senior management role in e-commerce finance |
| Electronic Data Systems Corp. | Chief Financial Officer | Not disclosed | Senior management role in IT services finance |
| TRW Inc. | Chief Financial Officer | Not disclosed | Senior management role in diversified industrials finance |
| Webvan Group, Inc. | CFO; later COO and CEO | Not disclosed | Operational and financial leadership in logistics/e-commerce |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andreessen Horowitz | Operating Partner | Since Jul 2021 | Operational support to portfolio; tech investment perspective |
| Micron Technology, Inc. | Director | Current | Public company board service in semiconductors |
| Nike, Inc. | Director | Current | Public company board service in consumer/retail |
| Applied Materials, Inc. | Director (prior) | Not disclosed | Prior public company board role |
| eBay Inc. | Director (prior) | Not disclosed | Prior public company board role |
| Intel Corporation | Director (prior) | Not disclosed | Prior public company board role |
| GoTo Group (Board of Commissioners) | Commissioner (prior) | Not disclosed | Prior board of commissioners role |
Board Governance
- Independence: ADP’s board determined Swan meets Nasdaq independence standards; all standing board committees (Audit, CMDC, NCGC, CDTC) are fully independent .
- Committee assignments: As a new nominee, specific committee assignments for Swan were not listed in the summary matrix; current committee chairs are Audit—Sandra S. Wijnberg; CMDC—Scott F. Powers; NCGC—Nazzic S. Keene; CDTC—Peter Bisson .
- Attendance and engagement: In FY 2025 the board met 10 times and all incumbent directors attended at least 75% of board and committee meetings; executive sessions of independent directors occur each meeting under the non-executive chair’s leadership .
- Overboarding policy: ADP applies a “no overboarding” guideline—no nonexecutive director may serve on >4 public boards including ADP (and executives ≤2); Swan’s current boards (ADP, Nike, Micron) fit within policy .
- Hedging/pledging: Directors are prohibited from hedging ADP securities, holding in margin, or pledging as collateral; insider trading policy enforces pre-clearance and blackout periods .
- Related-person transactions: NCGC reviews/approves any related-person transactions >$120,000; transactions where a director’s interest derives solely from service on another entity’s board are excluded; board determined ordinary-course relationships with companies where directors serve were not material or independence-impairing .
Fixed Compensation
ADP’s non-employee director compensation structure emphasizes retainer-based DSUs with optional deferral of the elective cash portion.
| Component | FY 2025 | FY 2026 (changes effective at 2025 AGM) |
|---|---|---|
| Non-elective annual retainer (paid in DSUs) | $230,000 | $240,000 |
| Chair retainer – Audit Committee | $25,000 | $25,000 (no change) |
| Chair retainer – CMDC | $20,000 | $20,000 (no change) |
| Chair retainer – NCGC | $15,000 | $17,500 |
| Chair retainer – CDTC | $15,000 | $17,500 |
| Elective portion of cash retainer (may be taken as DSUs) | Included in “Fees Earned” | Same structure |
| Interest on cash deferrals | 5-year UST rate + 0.50% | Same |
Notes:
- Most non-employee directors elected to receive the entire elective portion in DSUs in FY 2025 (except Ms. Haynesworth) .
- The independent non-executive chair receives higher total compensation per the FY 2025 table (context for structure; Swan was not a director in FY 2025) .
Performance Compensation
| Performance Metric Category | Status | Source |
|---|---|---|
| Director bonus/short-term incentive | Not applicable; directors receive retainers and DSUs only (no bonus metrics disclosed) | |
| Director performance-based equity (PSUs/options) | Not applicable for non-employee directors; program uses DSUs; no options listed in director program | |
| Dividends on unearned PSUs (general policy) | Not paid; dividends accrue and pay only if units are earned (policy context for executive PSUs) |
Other Directorships & Interlocks
| Company | Relationship to ADP | Board Assessment |
|---|---|---|
| Nike, Inc. (Swan is Director) | ADP may have ordinary-course relationships with companies where directors serve (e.g., technology/HCM services) | Board determined such relationships were not material and did not impede independence |
| Micron Technology, Inc. (Swan is Director) | Same as above | Same as above |
- Related Persons Transaction Policy governs any transactions >$120,000 where a director has a material interest; excludes cases where interest derives solely from serving as a director of the counterparty entity .
Expertise & Qualifications
- Former CEO and CFO at large-cap technology companies; extensive global operational, financial, and business expertise aligned with ADP’s strategy and oversight needs .
- Investor/operator perspective via Andreessen Horowitz; seasoned board experience across technology and consumer sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | As-of Date |
|---|---|---|---|
| Robert H. Swan | 115 | <1% (indicated as “*”) | Aug 15, 2025 |
- Stock ownership guideline: Non-employee directors must hold ADP stock equal to 5x their annual cash retainer; applies prospectively to Swan following election .
- Hedging and pledging are prohibited under ADP policy, supporting alignment with shareholders .
Governance Assessment
- Strengths: Confirmed independence; deep finance/operations background enhances audit and strategy oversight; robust governance framework (no hedging/pledging, clawback, majority voting, proxy access); overboarding policy with Swan within limits; related-party review safeguards .
- Alignment: Director pay structured with DSUs and ownership guidelines (5x cash retainer), plus broad prohibition on hedging/pledging—positive for long-term alignment .
- Watch items: New to ADP’s board; committee assignment and attendance data will be observable post-election; initial beneficial ownership is small (typical for new directors), with time-based ramp expected under guidelines .
- Conflicts: Concurrent service on Nike and Micron boards is within ADP’s overboarding policy; board assessed ordinary-course relationships with companies where directors serve and found none material or independence-impairing .