Carlos Rodriguez
MICROSOFTAbout Carlos A. Rodriguez
Carlos A. Rodriguez is an independent director of Microsoft, appointed in 2021, and is not seeking re‑election; his Board service will end at the December 5, 2025 Annual Meeting . He chaired the Compensation Committee and served on the Audit Committee as a financial expert during his four-year tenure; he was previously CEO and later Executive Chair at Automatic Data Processing (ADP), bringing deep human capital, operations, and financial oversight experience to Microsoft’s Board . Age disclosed: 60 (2024 proxy); birthplace: Cuba; independence affirmed under Microsoft’s Corporate Governance Guidelines and Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automatic Data Processing, Inc. (ADP) | CEO and Director | 2011–2022 | Led global HCM strategy and operations (CEO experience valued by MSFT Board) |
| Automatic Data Processing, Inc. (ADP) | Executive Chair | 2023–2024 | Board leadership overseeing ADP’s strategy |
| Automatic Data Processing, Inc. (ADP) | Director | 2024–present | Public company board service; independent |
| ADP/Vincam Group, Inc. | SVP Finance & CFO; VP M&A; VP Operations | 1996–1999 | M&A execution and finance leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automatic Data Processing, Inc. | Director | 2024–present | Not disclosed in MSFT proxy |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member (financial expert) .
- Independence: Board determined Rodriguez meets independence standards; no material relationships affecting independent judgment .
- Attendance: Board met 6 times in FY25; director nominees attended at least 75% of meetings and at least 90% combined attendance across Board and committees; all directors attended the 2024 Annual Meeting .
- Committee workload: FY25 meetings – Audit (8), Compensation (5), Environmental, Social & Public Policy (4), Governance & Nominating (4) .
- Transition: Rodriguez is not seeking re‑election; Board nominated John David Rainey to succeed as director beginning December 5, 2025 .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2025 | 175,000 | 242,500 | 0 | 417,500 |
| 2024 | 175,000 | 235,000 | 0 | 410,000 |
Director compensation structure (non‑employee directors):
- Base annual retainer increased from $360,000 (through Dec 9, 2024) to $375,000 (from Dec 10, 2024), paid as $125,000 cash and $235,000/$250,000 stock award, respectively .
- Committee chair/member retainers: Compensation Chair $35,000; Audit Chair $45,000; Audit member $15,000; Governance & Nominating Chair $25,000 (stock award); Lead Independent Director $40,000 rising to $60,000 (stock award) .
- Quarterly payment cadence with pro‑rating for role changes; number of shares determined by quarter‑end price .
Deferral elections (alignment through equity):
| Fiscal Year | Deferral Election | Shares Credited |
|---|---|---|
| 2025 | Deferred cash and stock compensation into deferred stock awards | 964 shares |
| 2024 | Deferred cash and stock compensation into deferred stock awards | 1,080 shares |
Directors may elect to defer cash/stock retainers into deferred stock units under the Deferred Compensation Plan, with accounts deemed invested in MSFT stock and distributed in shares after Board service ends .
Performance Compensation
- No performance‑linked compensation is disclosed for non‑employee directors; compensation is an annual retainer comprised of cash and stock awards, with optional deferral to stock units to enhance alignment .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transactions |
|---|---|---|
| Automatic Data Processing, Inc. | Director | Microsoft disclosed ordinary course transactions with entities related to directors; none required Audit Committee approval in FY25 . No Rodriguez‑specific related‑party transaction requiring approval is disclosed . |
Expertise & Qualifications
- Audit Committee financial expert designation; service on Audit and as Compensation Chair demonstrates boardroom expertise in financial oversight and pay governance .
- CEO and Executive Chair experience at ADP provides strategic, operational, and human capital management expertise valued by Microsoft’s Board .
- Independence affirmed; Board process evaluates relationships and tenure to ensure independent judgment .
Equity Ownership
| Holder | Common Stock | Percent of Common Stock | Additional Underlying Shares/Units | Total |
|---|---|---|---|---|
| Carlos A. Rodriguez | 4,381 | Less than 1% | 0 | 4,381 |
Ownership alignment policies:
- Directors must own MSFT shares equal to at least 3x the base annual retainer; must retain 50% of net shares until guideline met; all directors complied in FY25 .
- Hedging and pledging prohibited for directors and executive officers (no options, puts, calls; no margin purchases or pledging) .
Governance Assessment
- Board effectiveness: Dual service on the Audit (financial expert) and Compensation (Chair) committees positions Rodriguez at the center of financial integrity and pay‑for‑performance oversight; Compensation Committee report was signed under his chairmanship in FY24 and FY25, indicating active leadership in program design and shareholder communication .
- Investor confidence signals: Strong say‑on‑pay support (over 91% in 2024); the Compensation Committee chair and Lead Independent Director engaged with large institutional investors on governance and compensation in FY25 (approx. 50% of outstanding shares engaged), supporting alignment with shareholder expectations .
- Compensation mix and alignment: High proportion of director pay in stock; Rodriguez elected full deferral of cash and stock retainers into MSFT shares in FY24 and FY25, increasing skin‑in‑the‑game and long‑term alignment .
- Conflicts/related party exposure: Microsoft’s related‑party review disclosed only ordinary course transactions in FY25 and none requiring Audit Committee approval; independence was affirmed after considering such transactions, mitigating conflict risk .
- Attendance and engagement: FY25 attendance thresholds met (≥75% per director; ≥90% combined), with structured executive sessions and strategy meetings enhancing oversight quality; all directors attended the 2024 Annual Meeting .
- Transition risk: Rodriguez’s decision not to seek re‑election creates Compensation Committee leadership transition; Board nominated John David Rainey to join, with committee assignments to be determined post‑election .
RED FLAGS
- None disclosed specific to Rodriguez: no pledging/hedging, no related‑party transactions requiring approval, independence affirmed, and high attendance maintained .