Thomas J. Lynch
AUTOMATIC DATA PROCESSINGAbout Thomas J. Lynch
Independent Non-Executive Chair of ADP’s Board since 2018; age 70. Former Chairman and Chief Executive Officer of TE Connectivity Ltd., with prior senior roles at Tyco International and Motorola. Currently a director of Cummins Inc.; previously served on Thermo Fisher Scientific’s board until May 2022. Brings deep operational and technology expertise, and contributes on transformation, innovation, strategic planning, and compensation matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TE Connectivity Ltd. | Chairman | 2013–Mar 2024 | Former CEO; led large-cap industrial technology firm . |
| TE Connectivity Ltd. | Chief Executive Officer | Jan 2006–Mar 2017 | Oversaw global operations, technology/manufacturing transformation . |
| Tyco International | President, Tyco Engineered Products & Services | Joined Sep 2004 | Executive leadership in engineered products . |
| Motorola | EVP; President & CEO, Personal Communications | Aug 2002–Sep 2004 | Senior P&L; mobile/personal communications segment leadership . |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Cummins Inc. | Director | Current . |
| Thermo Fisher Scientific Inc. | Director | 2009–May 2022 (prior service) . |
Board Governance
- Role: Independent Non-Executive Chair; leads board oversight, advisory, and risk management; engages with major stockholders when requested .
- Independence: Board determined Mr. Lynch is independent under Nasdaq standards; all current committee members are independent .
- Committee assignments: As Non-Executive Chair, not listed as a member of Audit, CMDC, NCGC, or CDTC in FY2025 .
- Board/committee meeting cadence: Board held 10 meetings in FY2025; executive sessions held at each committee and board meeting with Mr. Lynch presiding .
- Attendance: 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 of Stockholders .
Committee Structure and Meetings (FY2025)
| Committee | Chair | Members | Meetings |
|---|---|---|---|
| Audit (AC) | Sandra S. Wijnberg | Bisson, Haynesworth, Keene, Ready (all independent) | 7 |
| Compensation & Management Development (CMDC) | Scott F. Powers | Goeckeler, Jones, Katsoudas (all independent) | 4 |
| Nominating/Corporate Governance (NCGC) | Nazzic S. Keene | Jones, Katsoudas, Powers, Wijnberg (independent) | 3 |
| Corporate Development & Technology (CDTC) | Peter Bisson | Goeckeler, Haynesworth, Ready (independent) | 4 |
Fixed Compensation
ADP non-employee director program emphasizes DSUs and cash, benchmarked annually by the NCGC with FW Cook input. As Board Chair, Lynch receives incremental retainers .
| Metric (USD) | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $225,000 | $230,000 |
| Stock Awards (DSUs – non-elective portion) | $330,000 | $330,000 |
| All Other Compensation (Foundation match) | $0 | $20,000 |
| Total | $555,000 | $580,000 |
Program specifics (FY2025):
- Director annual retainer: $360,000 composed of $230,000 DSUs (non-elective) + $130,000 cash or DSUs (elective) .
- Additional Non-Executive Chair retainer: $200,000 composed of $100,000 DSUs (non-elective) + $100,000 cash or DSUs (elective). Lynch received $560,000 total DSU grant-date fair value at the 2024 Annual Meeting timing .
- Committee chair retainers: Audit $25,000; CMDC $20,000; NCGC $15,000; CDTC $15,000 (cash/deferred/DSUs at chair’s election) .
Clarification on DSU accounting:
- Elective portion received in DSUs is reported in “Fees Earned or Paid in Cash” (per footnote 6) while non-elective DSUs appear in “Stock Awards.” Lynch’s total DSU grant-date fair value for FY2025 was $560,000, reflecting both non-elective and elective DSUs .
Performance Compensation
Directors do not receive performance-based equity or cash incentives; DSUs are fully vested when credited, accrue dividend equivalents, and settle in shares upon board departure with accrued dividends plus interest .
| Performance-Linked Elements | Status |
|---|---|
| Annual cash bonus | Not applicable to directors . |
| Performance equity (PSUs) | Not applicable to directors; DSUs are fully vested upon crediting . |
| Options | Not disclosed for directors; program elements list DSUs and retainers . |
Other Directorships & Interlocks
| Company | Relationship to ADP | Board Determination |
|---|---|---|
| Companies where ADP directors serve (e.g., hardware/software/HCM/tech services) | Ordinary-course relationships may exist | Board determined none were material or impeded independent judgment under categorical standards . |
Expertise & Qualifications
- Extensive executive leadership as former CEO and Chairman of TE Connectivity; deep operational and technology background .
- Strategic planning, transformation, innovation, and compensation oversight skills highlighted by the board .
- Current industry exposure via Cummins board; prior experience at Thermo Fisher enhances large-cap governance perspective .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent | DSUs Outstanding (as of 6/30/2025) |
|---|---|---|---|
| Thomas J. Lynch | 14,748 | <1% | 14,138 |
Policy alignment:
- Director stock ownership guideline: minimum holding equal to 5x annual cash retainer .
- No hedging or pledging of ADP securities permitted for directors and employees .
- Directors do not have voting rights on DSUs prior to settlement .
Governance Assessment
- Strengths: Independent Non-Executive Chair structure; Lynch presides over executive sessions; strong independence determinations; robust meeting cadence and attendance; DSU-heavy director pay promotes alignment; no-hedging/no-pledging policies; clear related-person transaction controls .
- Compensation mix: Balanced cash/DSU with material DSU component; as Chair, incremental DSUs and cash reinforce long-term alignment; elective DSU uptake across directors (all except Haynesworth elected full elective portion in DSUs for FY2025) .
- Oversight and engagement: Lynch leads board performance, risk oversight, and shareholder engagement as Chair; board committees fully independent .
- Potential conflicts: Board assessed company relationships with entities where directors serve; concluded none material or independence-impairing. Related Persons Transaction Policy requires NCGC review of transactions >$120,000 with detailed conflict assessment .
- Watch items: Monitor FY2026 director pay changes (non-elective DSUs up to $240,000; certain chair retainers increased) though Chair retainer remains unchanged; continue tracking any evolving interlocks via future proxies .
Appendix: Director Compensation Program Changes (FY2026)
- Non-elective DSU portion increased to $240,000; NCGC and CDTC chair retainers increased to $17,500 effective at the 2025 Annual Meeting; no other changes to director pay structure disclosed .