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Message from Our Chairman, President and CEO |
Thursday, April 9, 2020 | |
Time | 9:00am Pacific Time |
Location | Almaden Tower Adobe San Jose 151 Almaden Boulevard. San Jose, California 95110 |
Record Date | Close of business on February 12, 2020 A list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our headquarters in San Jose, California for the ten days prior to the meeting for any purpose related to the meeting. |
Items of Business | Board Recommendation | |
1. Elect |
term. | FOR each director nominee | |
2. | Approve the |
1997 Employee Stock Purchase Plan. | FOR | |
3. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November |
27, 2020. | FOR | ||
4. | Approve, on an advisory basis, the compensation of our named executive | FOR | |
5. Consider and vote upon one stockholder proposal. | AGAINST |
Executive Vice President, General Counsel & Corporate Secretary |
Proxy Statement for 2020 Annual Meeting of Stockholders | |
Table of Contents |
Page | |
Page | |
Q: | Who may vote at the | |
A: | Our Board set February |
Q: | What is the quorum requirement for the | ||
A: | A majority of our outstanding shares entitled to vote as of the record date must be present at the meeting in order to hold the meeting and conduct business. This is called a quorum. | ||
Your shares will be counted as present at the meeting if you are entitled to vote and you: | |||
• | are present in person at the meeting; or | ||
• | have properly submitted a proxy card or voting instruction card, or voted by telephone or over the Internet. | ||
Both abstentions and broker non-votes (as described below) are counted for the purpose of determining the presence of a quorum. | |||
Each proposal identifies the votes needed to approve or ratify the proposed action. | |||
Q: | What proposals will be voted on at the | ||
A: | There are | ||
• | Election of | ||
• | Approval of the | ||
• | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending November | ||
• | Approval, on an advisory basis, of the compensation of our named executive | ||
• | Consider and vote upon one stockholder proposal. | ||
We will also consider any other business that properly comes before the meeting. If any other matters are properly brought before the meeting, the persons named in the enclosed proxy card or voter instruction card will vote the shares they represent using their best judgment. | |||
Q: | Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? | ||
A: | We are pleased to continue to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to most of our stockholders of record and beneficial owners a notice regarding Internet availability of proxy materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholder’s election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates such election. | ||
Q: | Why did I receive a full set of proxy materials in the mail instead of a notice regarding the Internet availability of proxy materials? | |
A: | We are providing stockholders who have previously requested to receive paper copies of the proxy materials with paper copies of the proxy materials instead of a Notice. If you would like to reduce the environmental impact and the costs incurred by us in mailing proxy materials, you may elect to receive all future proxy materials electronically via email or the Internet. To sign up for electronic delivery, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. Alternatively, you can go to https://www.icsdelivery.com/adobe and enroll for online delivery of annual meeting and proxy voting materials. |
Q: | How can I get electronic access to the proxy materials? | |
A: | You can view the proxy materials on the Internet at http://www.proxyvote.com. Please have your 12 digit control number available. Your 12 digit control number can be found on your Notice. If you received a paper copy of your proxy materials, your 12 digit control number can be found on your proxy card or voting instruction card. | |
Our proxy materials are also available on our Investor Relations website at http://www.adobe.com/adbe. | ||
Q: | Can I vote my shares by filling out and returning the Notice? | |
A: | No. The Notice will, however, provide instructions on how to vote by Internet, by telephone, by requesting and returning a paper proxy card or voting instruction card, or by submitting a ballot in person at the meeting. | |
Q: | How may I vote my shares in person at the meeting? | |
A: | If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote in person at the meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. The meeting will be held at our Almaden Tower building located at 151 Almaden Boulevard, San Jose, California 95110. If you need directions to the meeting, please contact Adobe Investor Relations at ir@adobe.com. | |
Q: | How can I vote my shares without attending the meeting? | |
A: | Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, trustee or nominee. In most cases, you will be able to do this by telephone, by using the Internet or by mail if you received a printed set of the proxy materials. | |
By Telephone or Internet. If you have telephone or Internet access, you may submit your proxy by following the instructions provided in the Notice, or if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. Delaware law specifically permits electronically transmitted proxies as long as they contain or are submitted with information from which the inspector of elections can determine that the proxy was authorized by the stockholder. The Internet voting procedures for the | ||
By Mail. If you received printed proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered or, for shares held beneficially in street name, by following the voting instructions included by your stockbroker, trustee or nominee, and mailing it in the enclosed envelope. If you provide specific voting instructions, your shares will be voted as you have instructed. |
Q: | What happens if I do not give specific voting instructions? | ||
A: | Registered Stockholder of Record. If you are a registered stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or you sign, date and return a proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this proxy statement and as the proxy holders may determine in their best judgment with respect to any other matters properly presented for a vote at the meeting. | ||
Beneficial Owners of Shares Held in Street Name. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, the organization that holds your shares may generally vote at its discretion on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization will inform the inspector of elections that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” In tabulating the voting results for any particular proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. | |||
Q: | Which ballot measures are considered “routine” or “non-routine”? | ||
A: | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending November | ||
Q: | How can I revoke my proxy and change my vote? | ||
A: | You may revoke your proxy and change your vote at any time before the final vote at the meeting. If you are a stockholder of record, you may do this by signing and submitting a new proxy card with a later date; by voting by telephone or by using the Internet, either of which must be completed by 11:59 p.m. Eastern Time on April | ||
Q: | Where can I find the voting results of the meeting? | ||
A: | The preliminary voting results will be announced at the meeting. The final voting results will be reported in a Current Report on Form 8-K, which will be filed with the SEC within four business days after the meeting. If our final voting results are not available within four business days after the meeting, we will file a Current Report on Form 8-K reporting the preliminary voting results and subsequently file the final voting results in an amendment to the Current Report on Form 8-K within four business days after the final voting results are known to us. |
Committee Memberships(1) | |||||||
Role | Age | Director Since | Independent | Audit Committee | Executive Compensation Committee | Nominating and Governance Committee | |
Amy Banse | Director | 60 | 2012 | ||||
Frank Calderoni | Director(2) | 62 | 2012 | ||||
James Daley | Lead Director(2) | 78 | 2001 | ||||
Laura Desmond | Director | 54 | 2012 | ||||
Charles Geschke | Director | 80 | 1983 | ||||
Shantanu Narayen | Chairman | 56 | 2007 | ||||
Kathleen Oberg | Director | 59 | 2019 | ||||
Dheeraj Pandey | Director | 44 | 2019 | ||||
David Ricks | Director | 52 | 2018 | ||||
Daniel Rosensweig | Director | 58 | 2009 | ||||
John Warnock | Director | 79 | 1983 |
Chair |
(1) | If director nominees are elected by stockholders, committee composition immediately following the 2020 Annual Meeting will be: |
(2) | Mr. Calderoni will succeed Mr. Daley as Lead Director, effective immediately following the 2020 Annual Meeting. |
Age of Directors | Minority Representation | Tenure of Director Nominees |
Average Age: 62 years old | Average Tenure: 13.2 years* | |
* Excluding co-founders Chuck Geschke and John Warnock, who have served on the Board since the Company’s inception, the remaining nine nominees have an average tenure of 7.9 years. |
Attributes and Experience of Board Members | |||
11 | Executive Leadership | Directors who have served as a founder, CEO or CEO-equivalent, senior executive, or business unit leader of a company with a deep understanding of company offerings and industry | |
11 | Global Leadership | Directors with leadership experience in a global company overseeing non-U.S. operations, diverse economic landscapes, and working with various cultures | |
4 | Technologist | Directors with extensive experience in software products, services, engineering or development, computer science, information technology, cyber-security, or technology research and development | |
11 | Business Development & Strategy | Directors with expertise in strategic planning, mergers and acquisitions, growth strategies, or business expansion | |
3 | Sales, Marketing & Brand Management | Directors with specific and extensive career experience focusing on sales management, marketing campaign management, marketing/advertising products and services, or public relations | |
11 | Finance or Accounting | Directors with a deep understanding of finance, accounting principles and methodologies, financial reporting, financial management, capital markets, financial statements, audit processes and procedures, or internal financial controls | |
4 | Legal or Regulatory | Directors with governmental policy, legal knowledge, or experience with compliance and regulatory issues within a public company or a regulatory body, including any individual who has a CPA, JD, or significant CFO experience |
Attributes and Experience of Board Members | |||
6 | Operations | Directors having expertise in business operations management, supply chain management, integration, or distribution | |
9 | Public Company Board Service / Governance | Directors who currently serve, or have served, on other public company boards |
Name | Principal Occupation During Last Five Years and Relevant Experience, Qualifications, Attributes or Skills | Age | Director Since | ||||
Amy Banse | Ms. Banse serves as Managing Director and Head of Funds, Comcast Ventures and Senior Vice President, Comcast Corporation, a global media and technology company. Prior to this role, she was President of Comcast Interactive Media (CIM), a division of Comcast responsible for developing Comcast's online strategy and operating Comcast’s digital properties, including Fandango, Xfinity.com and Xfinitytv.com. Ms. Banse joined Comcast in 1991 and spent the early part of her career at Comcast overseeing the development of Comcast's cable network portfolio. Ms. Banse serves on the board of directors of The Clorox Company, a multinational manufacturer and marketer of consumer and professional products. She received a B.A. from Harvard and a J.D. from Temple University School of Law. | 58 | 2012 | ||||
As the Managing Director and Head of Funds for Comcast Ventures and Senior Vice President, Comcast Corporation, as well as her prior executive positions, including President of CIM, Ms. Banse has extensive executive leadership experience, as well as extensive knowledge of financial and strategic issues. She also brings to the Board a deep expertise in global media and technology organizations in online business. | |||||||
Edward Barnholt | Mr. Barnholt served as President and Chief Executive Officer of Agilent Technologies, a measurement company, from March 1999 to March 2005 and as its Chairman of the Board from November 2002 until his retirement in March 2005. From 1990 to 1999, Mr. Barnholt served in several executive positions at Hewlett-Packard Company, a computer and electronics company, including serving as Executive Vice President and General Manager of its Measurements Organization. Mr. Barnholt currently serves on the board of directors of eBay, a global online marketplace, and as Chairman of the Board of KLA-Tencor Corporation, a provider of process control and yield management solutions. Mr. Barnholt holds a B.S. and a M.S. in Electrical Engineering from Stanford University. | 74 | 2005 | ||||
As the former President, Chief Executive Officer and Chairman of the Board of Agilent, as well as a former senior executive with Hewlett-Packard, Mr. Barnholt possesses significant leadership experience and operational expertise, including on matters particularly relevant to companies with complex technology and international issues. As a board member of two other public companies and a chairman of one of those companies, Mr. Barnholt also has strong corporate governance expertise and a global business perspective. | |||||||
Robert Burgess | Mr. Burgess has been an independent consultant since December 2005. He served as Chief Executive Officer of Macromedia, Inc., a provider of Internet and multimedia software, from November 1996 to January 2005. He also served on the board of directors of Macromedia from November 1996 until December 2005, as Chairman of the Board of Macromedia from July 1998 until December 2005 and as Executive Chairman of Macromedia from January 2005 until December 2005, when Macromedia was acquired by Adobe. Prior to joining Macromedia, Mr. Burgess held key executive positions at Silicon Graphics, Inc., a graphics and computing company, and from 1991 to 1995 served as Chief Executive Officer and a member of the board of directors of Alias Research, Inc., a publicly traded 3D software company, prior to its acquisition by Silicon Graphics. Mr. Burgess currently serves on the boards of NVIDIA Corporation, a provider of programmable graphics processing technologies, and Rogers Communications Inc., a diversified communications and media company. He previously served on the board of IMRIS Inc. from September 2010 to November 2013. Mr. Burgess holds a B.Com. from McMaster University in Canada and is a Canadian citizen. | 60 | 2005 |
Amy Banse | ||
Director since 2012 | ||
Age 60 | ||
Committees: Executive Compensation Committee (Chair) and Nominating and Governance Committee | ||
Ms. Banse serves as Managing Director and Head of Funds, Comcast Ventures and Senior Vice President, Comcast Corporation, a global media and technology company. Prior to this role, she was President of Comcast Interactive Media (CIM), a division of Comcast responsible for developing Comcast's online strategy and operating Comcast's digital properties, including Fandango, Xfinity.com and Xfinitytv.com. Ms. Banse joined Comcast in 1991 and spent the early part of her career at Comcast overseeing the development of Comcast's cable network portfolio. She received a B.A. from Harvard and a J.D. from Temple University School of Law. As the Managing Director and Head of Funds for Comcast Ventures and Senior Vice President, Comcast Corporation, as well as her prior executive positions, including President of CIM, Ms. Banse has extensive executive leadership experience, as well as extensive knowledge of financial and strategic issues. She also brings to the Board a deep expertise in global media and technology organizations in online business. | ||
Other Public Company Board Service: | ||
The Clorox Company |
Frank Calderoni | ||
Director since 2012 | ||
Age 62 | ||
Committees: Audit Committee (Chair) and Nominating and Governance Committee. Mr. Calderoni will succeed Mr. Daley as Lead Director, step down from the Audit Committee and succeed Mr. Daley as chair of the Nominating and Governance Committee, each effective immediately following the 2020 Annual Meeting. | ||
Mr. Calderoni currently serves as the President and Chief Executive Officer of Anaplan, a planning and performance management platform provider. Prior to joining Anaplan in January 2017, he served as Executive Vice President, Operations and Chief Financial Officer at Red Hat from June 2015 to December 2016. Until June 2015, he was an Executive Advisor at Cisco, a designer, manufacturer and seller of IP-based networking and other products related to the communications and information technology industry. From 2008 to January 2015, Mr. Calderoni served as Executive Vice President and Chief Financial Officer at Cisco, managing the company's financial strategy and operations. He joined Cisco in 2004 from QLogic Corporation, a storage networking company where he was Senior Vice President and Chief Financial Officer. Prior to that, he was Senior Vice President, Finance and Administration and Chief Financial Officer for SanDisk Corporation, a flash data storage company. Before joining SanDisk, Mr. Calderoni spent 21 years at IBM, a global services, software and systems company, where he became Vice President and held controller responsibilities for several divisions within the company. Mr. Calderoni holds a B.S. in Accounting and Finance from Fordham University and an M.B.A. in Finance from Pace University. As a result of his position at Anaplan, as well as his past service as chief financial officer of publicly traded global technology companies, Mr. Calderoni brings to the Board abundant financial expertise that includes extensive knowledge of the complex financial and operational issues facing large global companies, and a deep understanding of accounting principles and financial reporting rules and regulations. He provides the Board and Audit Committee with significant insight into the preparation of financial statements and knowledge of audit procedures. Through his senior executive positions, Mr. Calderoni has demonstrated his global leadership and business acumen. | ||
Other Public Company Board Service: | ||
Anaplan, Inc. Palo Alto Networks, Inc. from 2016 to 2019 |
Name | Principal Occupation During Last Five Years and Relevant Experience, Qualifications, Attributes or Skills | Age | Director Since | ||||
As the former Executive Chairman, Chief Executive Officer and Chairman of the Board of Macromedia, as well as several other executive positions, Mr. Burgess has extensive executive leadership experience, as well as extensive knowledge of financial and strategic issues. He also possesses significant experience with business issues in technology organizations as a result of his former executive roles. With more than 20 years’ experience as a board member of publicly traded companies, Mr. Burgess also has a broad understanding of the role and responsibilities of the Board and valuable insight on a number of significant issues in the technology industry. | |||||||
Frank Calderoni | Mr. Calderoni currently serves as the President and Chief Executive Officer of Anaplan, a planning and performance management platform provider. Prior to joining Anaplan in January 2017, he served as Executive Vice President, Operations and Chief Financial Officer at Red Hat from June 2015 to December 2016. Until June 2015, he was an Executive Advisor at Cisco, a designer, manufacturer and seller of IP-based networking and other products related to the communications and information technology industry. From 2008 to January 2015, Mr. Calderoni served as Executive Vice President and Chief Financial Officer at Cisco, managing the company’s financial strategy and operations. He joined Cisco in 2004, where he held various VP level operations roles, from QLogic Corporation, a storage networking company where he was Senior Vice President and Chief Financial Officer. Prior to that, he was Senior Vice President, Finance and Administration and Chief Financial Officer for SanDisk Corporation, a flash data storage company. Before joining SanDisk, Mr. Calderoni spent 21 years at IBM, a global services, software and systems company, where he became Vice President and held controller responsibilities for several divisions within the company. Mr. Calderoni currently serves on the board of Palo Alto Networks, Inc., a network and enterprise security company. Mr. Calderoni holds a B.S. in Accounting and Finance from Fordham University and an M.B.A. in Finance from Pace University. | 60 | 2012 | ||||
As a result of his position at Anaplan, as well as his past service as chief financial officer of publicly traded global technology companies, Mr. Calderoni brings to the Board abundant financial expertise that includes extensive knowledge of the complex financial and operational issues facing large global companies, and a deep understanding of accounting principles and financial reporting rules and regulations. He provides the Board and Audit Committee with significant insight into the preparation of financial statements and knowledge of audit procedures. Through his senior executive positions, Mr. Calderoni has demonstrated his global leadership and business acumen. |
James Daley | ||
Director since 2001, Lead Director since 2017 | ||
Age 78 | ||
Committees: Nominating and Governance Committee (Chair) Mr. Daley will step down as Lead Director and as chair of the Nominating and Governance Committee and join the Audit Committee, each effective immediately following the 2020 Annual Meeting. | ||
Mr. Daley has been an independent consultant since his retirement in July 2003 from Electronic Data Systems Corporation (EDS), an information technology service company. Mr. Daley served as Executive Vice President and Chief Financial Officer of EDS from March 1999 to February 2003, and as its Executive Vice President of Client Solutions, Global Sales and Marketing from February 2003 to July 2003. From 1963 until his retirement in 1998, Mr. Daley was with Price Waterhouse, where he served as Co-Chairman-Operations and Vice-Chairman-International from 1988 to 1998. From 1985 to 1997 he was a member of the U.S. firm's Policy Board and from 1990 to 1998 a member of the firm's World Board. Mr. Daley holds a B.B.A. from Ohio University where he served for over twenty years as a Trustee of The Ohio University Foundation, including Chairing the Foundation's Board of Trustees from 1997 to 2002. With more than 35 years of service with the international accounting firm Price Waterhouse, as well as his past service as the Chief Financial Officer of a publicly traded global technology company, and his board level experience with Price Waterhouse, The Guardian Life Insurance Company of America and The Ohio University Foundation, Mr. Daley brings to the Board extensive expertise related to the business, operational and financial issues facing large global technology corporations, as well as a comprehensive understanding of international business, regulatory compliance and corporate governance matters. | ||
Other Public Company Board Service: | ||
The Guardian Life Insurance Company of America from 1998 to 2016 |
Name | Principal Occupation During Last Five Years and Relevant Experience, Qualifications, Attributes or Skills | Age | Director Since | |||||
James Daley | Mr. Daley has served as our Lead Director since January 2017. Mr. Daley has been an independent consultant since his retirement in July 2003 from Electronic Data Systems Corporation (EDS), an information technology service company. Mr. Daley served as Executive Vice President and Chief Financial Officer of EDS from March 1999 to February 2003, and as its Executive Vice President of Client Solutions, Global Sales and Marketing from February 2003 to July 2003. From 1963 until his retirement in 1998, Mr. Daley was with Price Waterhouse, where he served as Co-Chairman-Operations and Vice-Chairman-International from 1988 to 1998. From 1985 to 1997 he was a member of the U.S. firm’s Policy Board and from 1990 to 1998 a member of the firm's World Board. Mr. Daley holds a B.B.A. from Ohio University where he served for over twenty years as a Trustee of The Ohio University Foundation, including Chairing the Foundation's Board of Trustees from 1997 to 2002. Mr. Daley also served as a member of the Board of Directors of The Guardian Life Insurance Company of America for seventeen years where he Chaired the Board’s Human Resources & Compensation Committee and the Product & Distribution Committee for a number of years. | 76 | 2001 | |||||
With more than 35 years of service with the international accounting firm Price Waterhouse, as well as his past service as the Chief Financial Officer of a publicly traded global technology company, and his board level experience with Price Waterhouse, The Guardian Life Insurance Company of America and The Ohio University Foundation, Mr. Daley brings to the Board extensive expertise related to the business, operational and financial issues facing large global technology corporations, as well as a comprehensive understanding of international business, regulatory compliance and corporate governance matters. | ||||||||
Laura Desmond | Ms. Desmond has been a member of Adobe’s Board of Directors since 2012. She is currently Founder/CEO of Eagle Vista Partners, a strategic advisory and investment firm focused on marketing and digital technology. Prior to this, she was the Chief Revenue Officer of Publicis Groupe, a group of global marketing, communication and business transformation companies from December 2016 to December 2017. From 2008 to December 2016 she was the Global Chief Executive Officer of Starcom MediaVest Group (SMG), a global marketing and media services company which is part of the Publicis Groupe. Prior to her appointment as Global Chief Executive Officer in 2008, Ms. Desmond was Chief Executive Officer of SMG - The Americas from 2007 to 2008 where she managed a network spanning the United States, Canada and Latin America. She was Chief Executive Officer of MediaVest, based in New York, from 2003 to 2007, and from 2000 to 2002 she was Chief Executive Officer of SMG’s Latin America group. Ms. Desmond previously served as a director of Tremor Video, Inc. from January 2012 to September 2013. She holds a B.B.A. in Marketing from the University of Iowa. | 52 | 2012 | |||||
With her experience as Chief Revenue Officer of Publicis Groupe and Global Chief Executive Officer of SMG, Ms. Desmond brings to the Board a deep expertise in global media and marketing technology organizations, leadership capabilities, financial acumen and business acumen. In addition, her past service on other boards gives her valuable knowledge and perspective. As an expert in the marketing space, Ms. Desmond speaks frequently with Adobe’s management outside of scheduled board meetings to provide specific insight regarding Adobe’s Digital Experience business. | ||||||||
Laura Desmond | ||
Director since 2012 | ||
Age 54 | ||
Committees: Executive Compensation Committee | ||
Ms. Desmond is currently Founder and CEO of Eagle Vista Partners, a strategic advisory and investment firm focused on marketing and digital technology, and an Operating Partner in the Media & Technology Practice at Providence Equity Partners, a private equity investment firm. Prior to this, she was the Chief Revenue Officer of Publicis Groupe, a group of global marketing, communication and business transformation companies from December 2016 to December 2017. From 2008 to December 2016 she was the Global Chief Executive Officer of Starcom MediaVest Group (SMG), a global marketing and media services company which is part of the Publicis Groupe. Prior to her appointment as Global Chief Executive Officer in 2008, Ms. Desmond was Chief Executive Officer of SMG - The Americas from 2007 to 2008 where she managed a network spanning the United States, Canada and Latin America. She was Chief Executive Officer of MediaVest, based in New York, from 2003 to 2007, and from 2000 to 2002 she was Chief Executive Officer of SMG's Latin America group. She holds a B.B.A. in Marketing from the University of Iowa. With her extensive experience as a strategist, consultant and investor working with global marketers, media companies and brands, including serving as Chief Revenue Officer of Publicis Groupe and Global Chief Executive Officer of SMG, Ms. Desmond brings to the Board a deep expertise in global media and marketing technology organizations, leadership capabilities and business acumen. In addition, her present and past service on other boards gives her valuable knowledge and perspective. As an expert in the marketing space, Ms. Desmond speaks frequently with Adobe’s management outside of scheduled board meetings to provide specific insight regarding Adobe’s Digital Experience business. | ||
Other Public Company Board Service: | ||
Capgemini SE |
Name | Principal Occupation During Last Five Years and Relevant Experience, Qualifications, Attributes or Skills | Age | Director Since | |||||
Charles Geschke | Dr. Geschke was a founder of Adobe and served as our Chairman of the Board from September 1997 to January 2017, sharing that office with Dr. John E. Warnock. Dr. Geschke was our Chief Operating Officer from December 1986 until July 1994 and our President from April 1989 until his retirement in April 2000. He holds a Ph.D. in Computer Science from Carnegie Mellon University as well as an M.S. in Mathematics and an A.B. in Classics, both from Xavier University. | 78 | 1983 | |||||
As a co-founder of Adobe and its former President and Chief Operating Officer, Dr. Geschke has experience growing Adobe from a start-up to a large publicly traded company. His nearly 20 years of executive and technological leadership at Adobe provide the Board with significant leadership, operations and technology experience, as well as important perspectives on innovation, management development, and global challenges and opportunities. As former Co-Chairman of the Board, Dr. Geschke has a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. | ||||||||
Shantanu Narayen | Mr. Narayen currently serves as our President, Chief Executive Officer and Chairman of the Board. He joined Adobe in January 1998 as Vice President and General Manager of our engineering technology group. In January 1999, he was promoted to Senior Vice President, Worldwide Products, and in March 2001 he was promoted to Executive Vice President, Worldwide Product Marketing and Development. In January 2005, Mr. Narayen was promoted to President and Chief Operating Officer, and effective December 2007, he was appointed our Chief Executive Officer and joined our Board of Directors. In January 2017, he was named our Chairman of the Board. Mr. Narayen serves on the board of directors of Pfizer, a multinational pharmaceutical corporation. He previously served as a director of Dell Technologies Inc. from September 2009 to October 2013. Mr. Narayen holds a B.S. in Electronics Engineering from Osmania University in India, a M.S. in Computer Science from Bowling Green State University and an M.B.A. from the Haas School of Business, University of California, Berkeley. | 54 | 2007 | |||||
As our President, Chief Executive Officer, Chairman of the Board and as an Adobe employee for more than 20 years, Mr. Narayen brings to the Board extensive leadership and industry experience, including a deep knowledge and understanding of our business, operations and employees, the opportunities and risks faced by Adobe, and management’s current and future strategy and plans. In addition, his service on other boards gives him a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. | ||||||||
Charles Geschke Co-Founder | ||
Director since 1983 | ||
Age 80 | ||
Committees: None | ||
Dr. Geschke was a founder of Adobe and served as our Chairman of the Board from September 1997 to January 2017, sharing that office with John Warnock. Dr. Geschke was our Chief Operating Officer from December 1986 until July 1994 and our President from April 1989 until his retirement in April 2000. He holds a Ph.D. in Computer Science from Carnegie Mellon University as well as an M.S. in Mathematics and an A.B. in Classics, both from Xavier University. As a co-founder of Adobe and its former President and Chief Operating Officer, Dr. Geschke has experience growing Adobe from a start-up to a large publicly traded company. His nearly 20 years of executive and technological leadership at Adobe provide the Board with significant leadership, operations and technology experience, as well as important perspectives on innovation, management development, and global challenges and opportunities. As former Co-Chairman of the Board, Dr. Geschke has a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. |
Name | Principal Occupation During Last Five Years and Relevant Experience, Qualifications, Attributes or Skills | Age | Director Since | |||||
Daniel Rosensweig | Mr. Rosensweig is currently President, Chief Executive Officer and Chairman of the board of directors of Chegg.com, an online textbook rental company. Prior to joining Chegg.com in February 2010, Mr. Rosensweig served as President and Chief Executive Officer of RedOctane, a business unit of Activision Publishing, a developer, publisher and distributor of interactive entertainment and leisure products. Prior to joining RedOctane in March 2009, Mr. Rosensweig was an Operating Principal at the Quadrangle Group, a private investment firm. Prior to joining the Quadrangle Group in August 2007, Mr. Rosensweig served as Chief Operating Officer of Yahoo!, which he joined in April 2002. Prior to joining Yahoo!, Mr. Rosensweig was President of CNET Networks, Inc., an interactive media company, which he joined in October 2000. Mr. Rosensweig served for 18 years with Ziff-Davis, an integrated media and marketing services company, including roles as President and Chief Executive Officer of its subsidiary ZDNet, from 1997 until 2000 when ZDNet was acquired by CNET. Mr. Rosensweig served on the board of directors of Time Inc., a media company comprised of many global news and culture brands, from June 2017 to January 2018. Mr. Rosensweig holds a B.A. in Political Science from Hobart College. | 56 | 2009 | |||||
As a result of his current executive position at Chegg.com, as well as his former positions as a senior executive at global media and technology organizations, Mr. Rosensweig provides the Board with extensive and relevant executive leadership, worldwide operations and technology industry experience. | ||||||||
John Warnock | Dr. Warnock was a founder of Adobe and was our Chairman of the Board from April 1989 to January 2017. From September 1997 to January 2017, he shared the position of Chairman with Dr. Charles M. Geschke. Dr. Warnock served as our Chief Executive Officer from 1982 until December 2000. From December 2000 until his retirement in March 2001, Dr. Warnock served as our Chief Technical Officer. Dr. Warnock currently serves as Chairman of the Board of Salon Media Group. Dr. Warnock holds a Ph.D. in Electrical Engineering, an M.S. in Mathematics, and a B.S. in Mathematics and Philosophy from the University of Utah. | 77 | 1983 | |||||
As a co-founder of Adobe and its former Chief Executive Officer, Chief Technical Officer and Chairman of the Board, Dr. Warnock has experience growing Adobe from a start-up to a large publicly traded company. His nearly 20 years of executive and technological leadership at Adobe provide the Board with significant leadership, operations and technology experience, as well as important perspectives on innovation, management development, and global challenges and opportunities. As former Chairman of the boards of Adobe and Salon, Dr. Warnock has a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. |
Shantanu Narayen Chairman | ||
Director since 2007. Chairman since 2017. | ||
Age 56 | ||
Committees: None | ||
Mr. Narayen currently serves as our President, Chief Executive Officer and Chairman of the Board. He joined Adobe in January 1998 as Vice President and General Manager of our engineering technology group. In January 1999, he was promoted to Senior Vice President, Worldwide Products, and in March 2001 he was promoted to Executive Vice President, Worldwide Product Marketing and Development. In January 2005, Mr. Narayen was promoted to President and Chief Operating Officer, and effective December 2007, he was appointed our Chief Executive Officer and joined our Board of Directors. In January 2017, he was named our Chairman of the Board. Mr. Narayen holds a B.S. in Electronics Engineering from Osmania University in India, a M.S. in Computer Science from Bowling Green State University and an M.B.A. from the Haas School of Business, University of California, Berkeley. As our President, Chief Executive Officer, Chairman of the Board and as an Adobe employee for more than 20 years, Mr. Narayen brings to the Board extensive leadership and industry experience, including a deep knowledge and understanding of our business, operations and employees, the opportunities and risks faced by Adobe, and management’s current and future strategy and plans. In addition, his service on other boards gives him a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. | ||
Other Public Company Board Service: | ||
Pfizer, Inc. (lead independent director) |
Kathleen Oberg | ||
Director since 2019 | ||
Age 59 | ||
Committees: Audit Committee. Ms. Oberg will join the Nominating and Governance Committee and chair the Audit Committee, both effective immediately following the 2020 Annual Meeting. | ||
Ms. Oberg currently serves as Executive Vice President and Chief Financial Officer for Marriott International, Inc. Beginning in 2013 and until January 2016, Ms. Oberg served as Chief Financial Officer for Ritz-Carlton. From 2008 until she joined the Ritz-Carlton in 2013, Ms. Oberg served as Marriott’s Senior Vice President, Corporate Development Finance and from 2006 to 2008, she served as Marriott’s Senior Vice President, International Project Finance and Asset Management for Europe, the Middle East and Africa, and as the senior finance executive for the region. Ms. Oberg’s career with Marriott began in 1999 where she served as a member of its Investor Relations group. Prior to initially joining Marriott in 1999, Ms. Oberg held various financial leadership positions with Sodexo, Sallie Mae, Goldman Sachs and Chase Manhattan Bank. Ms. Oberg holds a B.S. in Commerce with concentrations in Finance/Management Information Systems from the University of Virginia, McIntire School of Commerce and an M.B.A from the Stanford University Graduate School of Business. As a result of her position at Marriott and her past service in financial leadership positions, Ms. Oberg brings to the Board financial expertise, including an in-depth knowledge of financial reporting rules and regulations, and accounting principles. Her deep understanding of the multifaceted financial and operational issues affecting large global organizations and leadership experience with development projects and merger and acquisition opportunities brings the Board and Audit Committee valuable insight into preparing long-range plans, annual budgets, and capital allocation strategy. |
Dheeraj Pandey | ||
Director since 2019 | ||
Age 44 | ||
Committees: Audit Committee | ||
Mr. Pandey co-founded Nutanix in 2009 and currently serves as its Chief Executive Officer and as the Chairman of its board of directors. He also served as the President of Nutanix from September 2009 until February 2016. From February 2009 to September 2009, Mr. Pandey served as Vice President, Engineering at Teradata Corporation (fka Aster Data Systems), a data management and analysis software company, and from September 2007 to February 2009 as its Director of Engineering. Prior to joining Teradata, Mr. Pandey served in software engineering roles at Oracle Corporation, Zambeel, Inc., and Trilogy Software, Inc. Mr. Pandey holds a B. of Tech. in Computer Science from the Indian Institute of Technology, Kanpur, and a M.S. in Computer Science from the University of Texas at Austin. He was a Graduate Fellow of Computer Science in the University of Texas at Austin Ph.D. program. With his experience in the technology industry as a global executive leader and technologist, including co-founding and serving as Chief Executive Officer, Chairman, and President of Nutanix and as a software engineer at various companies over the course of nearly 20 years, Mr. Pandey brings to the Board engineering expertise, financial acumen, an in-depth understanding of the technology landscape, and valuable insight on growing a company from a start-up to a publicly traded company. | ||
Other Public Company Board Service: | ||
Nutanix, Inc. |
David Ricks | ||
Director since 2018 | ||
Age 52 | ||
Committees: Executive Compensation Committee | ||
Mr. Ricks currently serves as Chief Executive Officer of Eli Lilly and Company and became Chairman of the Eli Lilly and Company board of directors in June 2017. Prior to January 2017, Mr. Ricks served as President of Lilly Bio-Medicines. From 2009 to 2012, he served as President of Lilly USA, the company’s largest affiliate. Mr. Ricks served as President and General Manager of Lilly China, operating in one of the world’s fastest-growing emerging markets, from 2008 to 2009. He was general manager of Lilly Canada from 2005 to 2008, after roles as Director of Pharmaceutical Marketing and National Sales Director in Canada. Mr. Ricks joined Eli Lilly and Company in 1996 as a Business Development Associate and held several management roles in U.S. marketing and sales before moving to Lilly Canada. Mr. Ricks earned a Bachelor of Science from Purdue University in 1990 and an MBA from Indiana University in 1996. As Chair and CEO of a large, innovation-focused, global company, Mr. Ricks brings to the Board executive leadership, marketing, sales and financial expertise, business acumen and relevant worldwide operational insight. | ||
Other Public Company Board Service: | ||
Eli Lilly and Company (Chairman of the board of directors) Elanco Animal Health, Inc. from 2018 to 2019 |
Daniel Rosensweig | ||
Director since 2009 | ||
Age 58 | ||
Committees: Audit Committee | ||
Mr. Rosensweig is currently President, Chief Executive Officer and Chairman of the board of directors of Chegg.com, an online textbook rental company. Prior to joining Chegg.com in February 2010, Mr. Rosensweig served as President and Chief Executive Officer of RedOctane, a business unit of Activision Publishing, a developer, publisher and distributor of interactive entertainment and leisure products. Prior to joining RedOctane in March 2009, Mr. Rosensweig was an Operating Principal at the Quadrangle Group, a private investment firm. Prior to joining the Quadrangle Group in August 2007, Mr. Rosensweig served as Chief Operating Officer of Yahoo!, which he joined in April 2002. Prior to joining Yahoo!, Mr. Rosensweig was President of CNET Networks, Inc., an interactive media company, which he joined in October 2000. Mr. Rosensweig served for 18 years with Ziff-Davis, an integrated media and marketing services company, including roles as President and Chief Executive Officer of its subsidiary ZDNet, from 1997 until 2000 when ZDNet was acquired by CNET. Mr. Rosensweig holds a B.A. in Political Science from Hobart College. As a result of his current executive position at Chegg.com, as well as his former positions as a senior executive at global media and technology organizations, Mr. Rosensweig provides the Board with extensive and relevant executive leadership, worldwide operations and technology industry experience. | ||
Other Public Company Board Service: | ||
Chegg, Inc. Time Inc. from 2017 to 2018 |
John Warnock Co-Founder | ||
Director since 1983 | ||
Age 79 | ||
Committees: None | ||
Dr. Warnock was a founder of Adobe and was our Chairman of the Board from April 1989 to January 2017. From September 1997 to January 2017, he shared the position of Chairman with Dr. Geschke. Dr. Warnock served as our Chief Executive Officer from 1982 until December 2000. From December 2000 until his retirement in March 2001, Dr. Warnock served as our Chief Technical Officer. Dr. Warnock holds a Ph.D. in Electrical Engineering, an M.S. in Mathematics, and a B.S. in Mathematics and Philosophy from the University of Utah. As a co-founder of Adobe and its former Chief Executive Officer, Chief Technical Officer and Chairman of the Board, Dr. Warnock has experience growing Adobe from a start-up to a large publicly traded company. His nearly 20 years of executive and technological leadership at Adobe provide the Board with significant leadership, operations and technology experience, as well as important perspectives on innovation, management development, and global challenges and opportunities. As former Co-Chairman of the Board of Directors of Adobe and Chairman of the board of Salon, Dr. Warnock has a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. | ||
Other Public Company Board Service: | ||
Salon Media Group, Inc. from 2001 to 2017 |
Name | Board | Audit | Executive Compensation | Nominating and Governance | |||||
Number of meetings held in fiscal year 2019 | 7 | 8 | 7 | 4 |
Name | Board(1) | Audit(2) | Executive Compensation(3) | Nominating and Governance(4) | |||||
Ms. Banse | X | X | |||||||
Mr. Barnholt | X | X | Chair | ||||||
Mr. Burgess | X | X | |||||||
Mr. Calderoni | X | Chair | |||||||
Mr. Daley | Lead Director | X | X | ||||||
Ms. Desmond | X | X | X | ||||||
Dr. Geschke | X | ||||||||
Mr. Narayen | Chair | ||||||||
Mr. Rosensweig | X | Chair | X | ||||||
Dr. Warnock | X | ||||||||
Number of meetings held in fiscal year 2017 | 4 | 8 | 7 | 4 |
Name | Board | Audit | Executive Compensation | Nominating and Governance | |||||
Number of meetings held in fiscal year 2019 | 7 | 8 | 7 | 4 |
15| Adobe Inc. reviewing our policies and practices with respect to swaps transactions; overseeing Adobe’s worldwide investment policy; overseeing the performance of our internal audit function; establishing procedures, as required under applicable regulation, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; reviewing relevant elements of Adobe’s enterprise risk management program, including elements related to cyber-security, privacy, and Adobe’s information and technology security policies; and reviewing our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm. The Audit Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at Adobe’s expense. See “Report of the Audit Committee” contained in this proxy statement. Each member of the Audit Committee meets the independence criteria prescribed by applicable regulations and the rules of the SEC for audit committee membership and is an “independent director” within the meaning of applicable NASDAQ listing standards. Each Audit Committee member meets NASDAQ’s financial sophistication requirements, and the Board has further determined that each Audit Committee member is an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC. The Audit Committee acts pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and NASDAQ, a copy of which can be found on our website at http://www.adobe.com/investor-relations/governance.html. Nominating and Governance Committee Our Nominating and Governance Committee consists of Mr. Daley, Ms. Banse, and Mr. Calderoni. The Nominating and Governance Committee’s primary purpose is to evaluate candidates for membership on our Board and make recommendations to our Board regarding corporate governance matters and candidates for director. The committee also: makes recommendations with respect to the composition of our Board and its committees; reviews and makes recommendations regarding the functioning of our Board as an entity; recommends corporate governance principles applicable to Adobe; manages periodic review, discussion and evaluation of the performance of our Board, its committees and its members; assesses the independence of our directors; reviews and approves or disapproves any related-person transaction as defined under Item 404 of Regulation S-K, after examining each such transaction for potential conflicts of interest and other improprieties; and reviews the board memberships of other entities held by members of the Board and approves such memberships for our executive officers. 2020 Proxy Statement |16 If requested by the Board, the Nominating and Governance Committee also may assist our Board in reviewing and assessing management development and succession planning for our executive officers. The Nominating and Governance Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at Adobe’s expense. The members of our Nominating and Governance Committee are all independent directors within the meaning of applicable NASDAQ listing standards. The Nominating and Governance Committee operates pursuant to a written charter, a copy of which can be found on our website at http://www.adobe.com/investor-relations/governance.html. In carrying out its function to nominate candidates for election to our Board, the Nominating and Governance Committee considers the criteria, attributes and experience discussed above in “Our Board of Directors.” In reviewing potential candidates, the Nominating and Governance Committee will also consider all relationships between any proposed nominee and any of Adobe’s stockholders, competitors, customers, suppliers or other persons with a relationship to Adobe. In addition, the Nominating and Governance Committee believes it is appropriate for at least one member of our Audit Committee to meet the criteria for an “audit committee financial expert” as defined by SEC rules, that each member of our Executive Compensation Committee be a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”) and an “outside director” for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and that a majority of the members of our Board meet the definition of “independent director” within the meaning of applicable NASDAQ listing standards. The Nominating and Governance Committee, from time to time, retains for a fee one or more third-party search firms to identify suitable candidates. The Nominating and Governance Committee considers stockholder recommendations for candidates for the Board of Directors. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve if elected, and evidence of the recommending stockholder’s ownership of company stock must be sent to the attention of our Corporate Secretary. In August 2016, the Board amended our Bylaws to implement proxy access. Under Article III, Section 6 of our Bylaws, a stockholder (or group of up to twenty stockholders) owning at least three percent of Adobe’s outstanding shares of common stock continuously for at least three years may nominate and include in our annual meeting proxy materials director nominees constituting up to the greater of two directors or twenty percent of the Board, provided the stockholders and nominees satisfy the requirements specified in our Bylaws. In addition to proxy access nominations, any of our stockholders may nominate one or more persons for election as a director at our annual meeting of stockholders. In either case, a stockholder who wishes to formally nominate a candidate must comply with the notice, information and consent provisions contained in our Bylaws, including that the notice must include information required pursuant to Section 14 of the Exchange Act. Our Bylaws specify additional requirements if stockholders wish to nominate directors at special meetings of stockholders. The Nominating and Governance Committee will consider all candidates identified through the processes described above, and will evaluate each candidate, including incumbents, based on the same criteria. Executive Compensation Committee Our Executive Compensation Committee consists of Ms. Banse, Ms. Desmond, and Mr. Ricks. The Executive Compensation Committee sets and administers the policies that govern, and reviews and approves, all compensation of our executive officers, including cash, equity and other compensation programs. The Executive Compensation Committee is also responsible for making recommendations to the Board concerning Board and committee compensation. The Executive Compensation Committee may also review and approve equity-based compensation grants to our non-executive officer employees and consultants; however, restricted stock unit grants to our non-executive officer employees are generally approved by a Management Committee for Employee Equity Awards appointed by the Board and currently consisting of our Chief Executive Officer and Chief Human Resources Officer & Executive Vice President, Employee Experience within parameters established by the Executive Compensation Committee. See “Granting Guidelines for Equity Compensation” and “Role of Our Executive Compensation Committee, External Compensation Consultant and Management” under “Compensation Discussion and Analysis—Equity-Related Policies” for additional information. In addition, the Executive Compensation Committee 17| Adobe Inc. reviews our stock ownership guidelines for senior management, which are described below in “Compensation Discussion and Analysis—Equity-Related Policies—Stock Ownership Guidelines.” The Executive Compensation Committee is also responsible for oversight of our overall compensation plans and benefit programs, as well as the approval of all employment, severance and change of control agreements and plans applicable to our executive officers. In connection with this oversight, the Executive Compensation Committee reviews and approves annual performance objectives and goals relevant to our executive officers. The Executive Compensation Committee oversees all matters related to stockholder approval of executive compensation, including the advisory vote on named executive officer compensation, and evaluates the risk-taking incentives and risk management of our compensation policies and practices. The Executive Compensation Committee has the authority to obtain independent advice and assistance from internal or external legal, accounting and other advisors, at Adobe’s expense. The Executive Compensation Committee assesses the independence and any potential conflicts of interest of compensation advisors in accordance with applicable law and NASDAQ listing standards. The members of the Executive Compensation Committee are all independent directors within the meaning of applicable NASDAQ listing standards, and all of the members are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “outside directors” for purposes of Section 162(m) of the Code. The Executive Compensation Committee acts pursuant to a written charter, a copy of which can be found on our website at http://www.adobe.com/investor-relations/governance.html. Compensation Committee Interlocks and Insider Participation There are no members of our Executive Compensation Committee who were officers or employees of Adobe or any of our subsidiaries during fiscal year 2019. No members were formerly officers of Adobe or had any relationship otherwise requiring disclosure hereunder. During fiscal year 2019, no interlocking relationships existed between any of our executive officers or members of our Board or Executive Compensation Committee, on the one hand, and the executive officers or members of the board of directors or compensation committee of any other entity, on the other hand. Transactions with Related Persons Review, Approval or Ratification of Transactions with Related Persons Adobe’s Code of Business Conduct requires that all employees and directors avoid conflicts of interests that interfere, or appear to interfere, with their ability to act in the best interests of Adobe. In addition, pursuant to its written charter, the Nominating and Governance Committee considers and approves or disapproves any related person transaction as defined under Item 404 of Regulation S-K, after examining each such transaction for potential conflicts of interest and other improprieties. The Nominating and Governance Committee has not adopted any specific written procedures for conducting such reviews and considers each transaction in light of the specific facts and circumstances presented. Transactions with Related Persons Since the beginning of fiscal year 2019, there have not been any transactions, nor are there any currently proposed transactions, in which Adobe was or is to be a participant, where the amount involved exceeded $120,000, and in which any related person had or will have a direct or indirect material interest. As is the case with most multinational corporations, from time to time in the ordinary course of business we engage in arms-length transactions with companies in which members of the Board or our executive team have professional relationships. 2020 Proxy Statement |18 |
Name | Board | Audit | Executive Compensation | Nominating and Governance | |||||
Number of meetings held in fiscal year 2019 | 7 | 8 | 7 | 4 |
Name | Fees Earned or Paid in Cash(1)(2)(3) ($) | Stock Awards(4)(5)(6) ($) | Option Awards ($) | Total ($) | Fees Earned or Paid in Cash(2)(3)(4) ($) | Stock Awards(5)(6) ($) | Option Awards ($)(7) | Total ($) | ||||||||||||||||
Charles M. Geschke | Charles M. Geschke | 68,333 | 262,617 | — | 330,950 | Charles M. Geschke | 60,000 | 291,706 | — | 351,706 | ||||||||||||||
John E. Warnock | John E. Warnock | 68,333 | 262,617 | — | 330,950 | John E. Warnock | 60,000 | 291,706 | — | 351,706 | ||||||||||||||
Amy L. Banse | Amy L. Banse | 75,000 | 262,617 | — | 337,617 | Amy L. Banse | 100,000 | 291,706 | — | 391,706 | ||||||||||||||
Edward W. Barnholt | Edward W. Barnholt | 90,000 | 262,617 | — | 352,617 | Edward W. Barnholt | 27,198 | — | — | 27,198 | ||||||||||||||
Robert K. Burgess | Robert K. Burgess | 80,000 | 262,617 | — | 342,617 | Robert K. Burgess | 29,011 | — | — | 29,011 | ||||||||||||||
Frank A. Calderoni | Frank A. Calderoni | 100,000 | 262,617 | — | 362,617 | Frank A. Calderoni | 110,000 | 291,706 | — | 401,706 | ||||||||||||||
James E. Daley | James E. Daley | 120,555 | 262,617 | — | 383,172 | James E. Daley | 130,000 | 291,706 | — | 421,706 | ||||||||||||||
Laura B. Desmond | Laura B. Desmond | 82,500 | 262,617 | — | 345,117 | Laura B. Desmond | 75,000 | 291,706 | — | 366,706 | ||||||||||||||
Kathleen Oberg | Kathleen Oberg | 68,572 | 356,814 | — | 425,386 | |||||||||||||||||||
Dheeraj Pandey | Dheeraj Pandey | 68,572 | 356,814 | — | 425,386 | |||||||||||||||||||
David A. Ricks | David A. Ricks | 75,000 | 291,706 | — | 366,706 | |||||||||||||||||||
Daniel L. Rosensweig | Daniel L. Rosensweig | 97,500 | 262,617 | — | 360,117 | Daniel L. Rosensweig | 80,000 | 291,706 | — | 371,706 |
(1) | Mr. Barnholt and Mr. Burgess retired from the Board effective on April 11, 2019. |
(2) | Director fees were paid at the end of the quarter for which services were provided. |
The following table provides a breakdown of the annual retainers and committee fees earned or paid in cash: |
Name | Annual Board Retainers ($) | Audit Committee Fees ($) | Executive Compensation Committee Fees ($) | Nominating and Governance Committee Fees ($) | Total ($) | Annual Board Retainers ($) | Audit Committee Fees ($) | Executive Compensation Committee Fees ($) | Nominating and Governance Committee Fees ($) | Total ($) | ||||||||||||||||||||
Dr. Geschke | Dr. Geschke | 68,333 | * | — | — | — | 68,333 | Dr. Geschke | 60,000 | — | — | — | 60,000 | |||||||||||||||||
Dr. Warnock | Dr. Warnock | 68,333 | * | — | — | — | 68,333 | Dr. Warnock | 60,000 | — | — | — | 60,000 | |||||||||||||||||
Ms. Banse | Ms. Banse | 60,000 | — | 15,000 | — | 75,000 | Ms. Banse | 60,000 | — | 30,000 | 10,000 | 100,000 | ||||||||||||||||||
Mr. Barnholt | 60,000 | — | 15,000 | 15,000 | 90,000 | |||||||||||||||||||||||||
Mr. Burgess | 60,000 | 20,000 | — | — | 80,000 | |||||||||||||||||||||||||
Mr. Barnholt* | Mr. Barnholt* | 21,758 | — | 5,440 | — | 27,198 | ||||||||||||||||||||||||
Mr. Burgess* | Mr. Burgess* | 21,758 | 7,253 | — | — | 29,011 | ||||||||||||||||||||||||
Mr. Calderoni | Mr. Calderoni | 60,000 | 40,000 | — | — | 100,000 | Mr. Calderoni | 60,000 | 40,000 | — | 10,000 | 110,000 | ||||||||||||||||||
Mr. Daley | Mr. Daley | 93,055 | ** | 20,000 | — | 7,500 | 120,555 | Mr. Daley | 110,000 | — | — | 20,000 | 130,000 | |||||||||||||||||
Ms. Desmond | Ms. Desmond | 60,000 | — | 15,000 | 7,500 | 82,500 | Ms. Desmond | 60,000 | — | 15,000 | — | 75,000 | ||||||||||||||||||
Ms. Oberg** | Ms. Oberg** | 51,429 | 17,143 | — | — | 68,572 | ||||||||||||||||||||||||
Mr. Pandey** | Mr. Pandey** | 51,429 | 17,143 | — | — | 68,572 | ||||||||||||||||||||||||
Mr. Ricks | Mr. Ricks | 60,000 | — | 15,000 | — | 75,000 | ||||||||||||||||||||||||
Mr. Rosensweig | Mr. Rosensweig | 60,000 | — | 30,000 | 7,500 | 97,500 | Mr. Rosensweig | 60,000 | 20,000 | — | — | 80,000 |
* | Annual board retainer and committee fees are prorated for Mr. Barnholt and Mr. Burgess as they retired from the Board effective on April 11, 2019. |
** | Annual board retainer fees and Audit Committee fees for Ms. Oberg and Mr. Pandey are prorated as they were added to the Board and the Audit Committee on January 22, 2019. |
Mr. |
(5) | On April 12, 2019, each non-employee director then sitting on the Board received an RSU grant per the terms of the Board’s 2019 Non-Employee Director Compensation Policy, as described below. Ms. Banse, Mr. Calderoni, Mr. Daley and |
These amounts do not reflect the actual economic value realized by the director for these awards. In accordance with SEC rules, this column reflects the grant date fair value |
Committee | Chair ($) | Members ($) | Chair ($) | Members ($) | ||||||
Audit | Audit | 40,000 | 20,000 | Audit | 40,000 | 20,000 | ||||
Executive Compensation | Executive Compensation | 30,000 | 15,000 | Executive Compensation | 30,000 | 15,000 | ||||
Nominating and Governance | Nominating and Governance | 15,000 | 7,500 | Nominating and Governance | 20,000 | 10,000 |
Name of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2)(3) | Percent of Class(4) | |||||
FMR LLC | 36,390,225 | (5) | 7.38% | ||||
245 Summer Street Boston, MA 02210 | |||||||
The Vanguard Group | 35,213,142 | (6) | 7.14% | ||||
100 Vanguard Blvd. Malvern, PA 19355 | |||||||
BlackRock, Inc. | 32,675,677 | (7) | 6.62% | ||||
55 East 52nd Street New York, NY 10022 | |||||||
Shantanu Narayen | 299,514 | (8) | * | ||||
Mark Garrett | 50,000 | (9) | * | ||||
Bryan Lamkin | 60,154 | * | |||||
Bradley Rencher | 94,830 | * | |||||
Matthew Thompson | 50,000 | (10) | * | ||||
Amy Banse | 33,488 | (11) | * | ||||
Edward Barnholt | 42,960 | (12) | * | ||||
Robert Burgess | 16,030 | (13) | * | ||||
Frank Calderoni | 25,887 | (14) | * | ||||
James Daley | 32,922 | (15) | * | ||||
Laura Desmond | 25,887 | (16) | * | ||||
Charles Geschke | 212,081 | (17) | * | ||||
Daniel Rosensweig | 13,104 | (18) | * | ||||
John Warnock | 492,344 | (19) | * | ||||
All directors and current executive officers as a group (20 persons) | 1,670,786 | (20) | * |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) | Weighted-average exercise price of outstanding options, warrants and rights(1)(2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | |||||
Equity compensation plans approved by Adobe’s stockholders | 12,180,242(3) | $35.50 | 58,105,303(4) | |||||
Equity compensation plans not approved by Adobe’s stockholders(5) | 508,046 | $12.81 | — | |||||
Total | 12,688,288 | $24.49 | 58,105,303 |
Shantanu Narayen | ||
Chairman, President and Chief Executive Officer | ||
Age 56 | ||
Mr. Narayen currently serves as our Chairman of the Board, President and Chief Executive Officer. He joined Adobe in January 1998 as Vice President and General Manager of our engineering technology group. In January 1999, he was promoted to Senior Vice President, Worldwide Products, and in March 2001 he was promoted to Executive Vice President, Worldwide Product Marketing and Development. In January 2005, Mr. Narayen was promoted to President and Chief Operating Officer, and effective December 2007, he was appointed our Chief Executive Officer and joined our Board of Directors. In January 2017, he was named our Chairman of the Board. Mr. Narayen serves as lead independent director on the board of directors of Pfizer, a multinational pharmaceutical corporation. Mr. Narayen holds a B.S. in Electronics Engineering from Osmania University in India, a M.S. in Computer Science from Bowling Green State University and an M.B.A. from the Haas School of Business, University of California, Berkeley. |
John Murphy | ||
Executive Vice President and Chief Financial Officer | ||
Age 51 | ||
Mr. Murphy currently serves as our Executive Vice President and Chief Financial Officer. He joined Adobe in March 2017 and served as our Senior Vice President, Chief Accounting Officer and Corporate Controller until April 2018. Prior to joining Adobe, Mr. Murphy served as Senior Vice President, Chief Accounting Officer and Corporate Controller of Qualcomm Incorporated from September 2014 to March 2017. He previously served as Senior Vice President, Controller and Chief Accounting Officer of DIRECTV Inc. from November 2007 until August 2014, and Vice President and General Auditor of DIRECTV from October 2004 to November 2007. Prior to joining DIRECTV he worked at several global companies, including Experian, Nestle, and Atlantic Richfield (ARCO), in a variety of finance and accounting roles. He served as Director of DirecTV Holdings LLC from November 2007 until August 2014. Mr. Murphy serves on the Corporate Advisory Board of the Marshall School of Business at the University of Southern California. He holds an MBA from the Marshall School of Business at the University of Southern California, a B.S. in Accounting from Fordham University. |
Scott Belsky | ||
Chief Product Officer and Executive Vice President, Creative Cloud | ||
Age 39 | ||
Mr. Belsky joined Adobe in December 2017 as Chief Product Officer and Executive Vice President, Creative Cloud. Prior to joining Adobe in December 2017, Belsky was a venture investor at Benchmark in San Francisco from February 2016 to December 2017. Prior to Benchmark, Belsky led Adobe's mobile strategy for Creative Cloud from December 2012 to January 2016, having joined the company through the acquisition of Behance. Belsky co-founded Behance in 2006 and served as its CEO for over 6 years. He is an early advisor and investor to Pinterest, Uber, and Warby Parker among other early-stage companies, and co-founded and serves on the board of Prefer, a referrals platform that empowers the careers of independent professionals. Mr. Belsky also serves on the advisory board of Cornell University's Entrepreneurship Program and as President of the Smithsonian Cooper-Hewitt National Design Museum board of trustees. |
Anil Chakravarthy | ||
Executive Vice President and General Manager, Digital Experience | ||
Age 52 | ||
Mr. Chakravarthy joined Adobe in January 2020 as Executive Vice President and General Manager, Digital Experience. Prior to joining Adobe, he served as Informatica’s Chief Executive Officer from August 2015 to January 2020 and Executive Vice President and Chief Product Officer from September 2013 to August 2015. Prior to joining Informatica, for over nine years, Mr. Chakravarthy held multiple leadership roles at Symantec Corporation, most recently serving as its Executive Vice President, Information Security from February 2013 to September 2013. Prior to Symantec, he was a Director of Product Management for enterprise security services at VeriSign. Mr. Chakravarthy began his career as an engagement manager at McKinsey & Company. Mr. Chakravarthy holds a Bachelor of Technology in Computer Science and Engineering from the Institute of Technology, Varanasi, India and Master of Science and Ph.D. degrees from the Massachusetts Institute of Technology. |
Gloria Chen | ||
Chief Human Resources Officer and Executive Vice President, Employee Experience | ||
Age 55 | ||
Ms. Chen joined Adobe in 1997 and currently serves as Chief Human Resources Officer and Executive Vice President, Employee Experience. In her more than 20 years at Adobe, she has held senior leadership positions in worldwide sales operations, customer service and support, and strategic planning. In October 2009, Ms. Chen was appointed Vice President and Chief of Staff to the Chief Executive Officer. In March 2018, she was promoted to Senior Vice President, Strategy and Growth. In November 2019, she was elevated to Executive Vice President and in January 2020, she was appointed Chief Human Resources Officer and Executive Vice President, Employee Experience. Prior to joining Adobe, Ms. Chen was an engagement manager at McKinsey & Company. Ms. Chen holds a BS in electrical engineering from the University of Washington, an MS in electrical and computer engineering from Carnegie Mellon University, and an MBA from Harvard Business School. |
Bryan Lamkin | ||
Executive Vice President and General Manager, Digital Media | ||
Age 59 | ||
Mr. Lamkin currently serves as Executive Vice President and General Manager, Digital Media. He rejoined Adobe in February 2013 as Senior Vice President, Technology and Corporate Development. From June 2011 to May 2012, Mr. Lamkin served as President and Chief Executive Officer of Clover, a mobile payments platform. Prior to Clover, Mr. Lamkin co-founded and served as the Chief Executive Officer of Bagcheck, a sharing and discovery platform, from June 2010 to May 2011. From April 2009 to June 2010, Mr. Lamkin served as Senior Vice President of Consumer Products and Applications at Yahoo!, a global technology company providing online search, content and communication tools. From May 2008 to April 2009, Mr. Lamkin served as Executive in Residence at Sutter Hill Ventures. Mr. Lamkin previously was with Adobe from 1992 to 2006 and held various senior management positions including Senior Vice President, Creative Solutions Business Unit. |
Ann Lewnes | ||
Executive Vice President and Chief Marketing Officer | ||
Age 58 | ||
Ms. Lewnes joined Adobe in November 2006 and currently serves as Executive Vice President and Chief Marketing Officer. Prior to joining Adobe, she spent 20 years at Intel Corporation, where she was Vice President of Sales and Marketing. Ms. Lewnes is a member of the American Advertising Federation’s Hall of Achievement and has been inducted into the American Marketing Association’s hall of Fame. She has also been named one of the most innovative and influential CMOs by Business Insider and Forbes, and recognized on AdWeek 50. Ms. Lewnes is a board member of Mattel. She holds a degree from Lehigh University where she studied International Relations and Journalism. |
Abhay Parasnis | ||
Chief Technology Officer and Executive Vice President, Strategy and Growth | ||
Age 45 | ||
Mr. Parasnis currently serves as our Chief Technology Officer and Executive Vice President, Strategy and Growth. He joined Adobe in July 2015 as Senior Vice President of Adobe's Cloud Technology & Services organization and Chief Technology Officer. Prior to joining Adobe, he served as President and Chief Operating Officer at Kony, Inc. from March 2013 to March 2015. From January 2012 to November 2013, Mr. Parasnis was a Senior Vice President and later Strategic Advisor for the Oracle Public Cloud at Oracle. Prior to joining Oracle, he was General Manager of Microsoft Azure AppFabric at Microsoft from April 2009 to December 2011. |
Dana Rao | ||
Executive Vice President, General Counsel and Corporate Secretary | ||
Age 50 | ||
Mr. Rao currently serves as our Executive Vice President, General Counsel and Corporate Secretary. He joined Adobe in April 2012 and served as our Vice President, Intellectual Property and Litigation where he spearheaded strategic initiatives including the company’s litigation efforts, and its patent, trademark and copyright portfolio strategies until June 2018. Prior to joining Adobe, Mr. Rao was with Microsoft Corporation for 11 years, serving in a variety of roles including Associate General Counsel of Intellectual Property and Licensing, where he oversaw all patent matters for Microsoft’s entertainment and devices division as well as the company-wide patent acquisition team. From 1997 until March 2001, he served as a patent attorney at Fenwick & West. He holds a B.S. in Electrical Engineering from Villanova University and a J.D. from George Washington University. |
Matthew Thompson | ||
Executive Vice President, Worldwide Field Operations | ||
Age 61 | ||
Mr. Thompson currently serves as Executive Vice President, Worldwide Field Operations. Mr. Thompson joined Adobe in January 2007 as Senior Vice President, Worldwide Field Operations. In January 2013, he was promoted to Executive Vice President, Worldwide Field Operations. Prior to joining Adobe, Mr. Thompson served as Senior Vice President of Worldwide Sales at Borland Software Corporation, a software delivery optimization solutions provider, from October 2003 to December 2006. Prior to joining Borland, Mr. Thompson was Vice President of Worldwide Sales and Field Operations for Marimba, Inc., a provider of products and services for software change and configuration management, from February 2001 to January 2003. From July 2000 to January 2001, Mr. Thompson was Vice President of Worldwide Sales for Calico Commerce, Inc., a provider of eBusiness applications. Prior to joining Calico, Mr. Thompson spent six years at Cadence Design Systems, Inc., a provider of electronic design technologies. While at Cadence, from January 1998 to June 2000, Mr. Thompson served as Senior Vice President, Worldwide Sales and Field Operations and from April 1994 to January 1998 as Vice President, Worldwide Professional Services. Mr. Thompson is a board member of NCR Corporation. |
Mark Garfield | ||
Vice President, Chief Accounting Officer and Corporate Controller | ||
Age 49 | ||
Mr. Garfield currently serves as our Vice President, Chief Accounting Officer and Corporate Controller. Prior to joining Adobe in December 2018, Mr. Garfield served as the Vice President of Finance of Cloudflare, Inc. commencing in November 2017. He served as Senior Vice President and Chief Accounting Officer at Symantec Corporation from March 2014 to October 2017. Prior to joining Symantec, he was at Brightstar Corporation where he served primarily as Senior Vice President and Chief Accounting Officer from January 2013 to February 2014. Mr. Garfield served as Director of Finance at Advanced Micro Devices from August 2010 to December 2012. Prior to Advanced Micro Devices, Mr. Garfield also served in senior level finance roles at LoudCloud and Ernst and Young. Mr. Garfield holds a B.A. in Business Economics from University of California at Santa Barbara. |
(1) | The mechanism for calculating target equity award values is described in detail under “Equity Incentives—Equity Compensation Mix.” The amounts shown for |
Peer Group for Fiscal Year | ||||
General Description | Criteria Considered | Peer Group List | ||
Companies with revenues within 0.5x to 2.0x of Adobe’s and market capitalization within 0.33x to 3.0x of Adobe’s, and | Activision Blizzard, Inc. Autodesk, Inc. Booking Holdings Inc. eBay,Inc. Electronic Arts, Inc. Intuit, Inc. Netflix, Inc. NVIDIA Corporation PayPal Holdings Inc. salesforce.com, VMWare Inc. |
Compensation Objectives | |||||||||||
Objectives | |||||||||||
Compensation Element | Description | Attract/Retain Key Performers | Reward Short-Term Performance | Reward Long-Term Performance | |||||||
Base Salary | Base salary provides market competitive compensation in recognition of role and responsibilities. | ü | |||||||||
Cash Incentives | Cash incentives are earned in full or in part only if (1) we achieve certain pre-established one-year company performance targets, (2) the recipient achieves individual performance levels or objectives, and (3) the recipient remains employed with Adobe for the performance period. | ü | ü | ||||||||
Equity Incentives | Equity incentives are awarded upon hire and then typically annually thereafter. Awards are both performance-based and time-based, each vesting over multiple years, aligning employee interests with stockholder interests. | ü | ü | ||||||||
Employee Benefits and Perquisites | Benefits programs for all eligible Adobe | ü |
Fiscal Year 2017 Base Salaries | |||||
Name | 2016 Salary ($) | 2017 Salary ($) | |||
Shantanu Narayen | 1,000,000 | 1,000,000 | |||
Mark Garrett | 700,000 | 725,000 | |||
Bryan Lamkin | 575,000 | 600,000 | |||
Bradley Rencher | 575,000 | 600,000 | |||
Matthew Thompson | 675,000 | 700,000 |
Fiscal Year 2019 Base Salaries | |||||
Name | 2018 Salary ($) | 2019 Salary ($) | |||
Shantanu Narayen | 1,000,000 | 1,000,000 | |||
John Murphy | 575,000 | 575,000 | |||
Scott Belsky | 550,000 | 550,000 | |||
Bryan Lamkin | 650,000 | 650,000 | |||
Abhay Parasnis(1) | — | 600,000 |
(1) | Mr. Parasnis was not an NEO during fiscal 2018, so his prior year’s base salary is not disclosed. |
Executive Officer | Individual Performance Goals | |
John Murphy | Drive return on investment, efficiency and revenue growth; and deliver insights through finance organization to improve operational performance. | |
Scott Belsky | Drive success of new products; define strategy for | |
Bryan Lamkin | ||
Drive |
Individual Performance Result Calculation | ||||||||||||||||
Name | Individual Performance Assessment | Financial Performance Result | Individual Performance Result (50% of Target Award) | Corporate Performance Result (50% of Target Award) | Actual Payout (% of Target Award) | Individual Performance Result | Corporate Performance Result | Actual Award Payout (% of Target Award) | ||||||||
Shantanu Narayen | 100% | x | 76.5% | = | 76.5% | 72.675% | 74.5875% | 95% | x | 50% | = | 47.5% | ||||
Mark Garrett | 100% | x | 76.5% | = | 76.5% | 72.675% | 74.5875% | |||||||||
John Murphy | 95% | x | 50% | = | 47.5% | |||||||||||
Scott Belsky | 95% | x | 50% | = | 47.5% | |||||||||||
Bryan Lamkin | 100% | x | 76.5% | = | 76.5% | 72.675% | 74.5875% | 95% | x | 50% | = | 47.5% | ||||
Bradley Rencher | 80% | x | 76.5% | = | 61.2% | 72.675% | 66.9375% | |||||||||
Matthew Thompson | 80% | x | 76.5% | = | 61.2% | 72.675% | 66.9375% | |||||||||
Abhay Parasnis | 95% | x | 50% | = | 47.5% |
Fiscal Year 2017 Executive Bonus Plan Cash Incentives | |||||||||||||
Name | Salary(1) ($) | Target Cash Incentive (%) | Target Cash Incentive(2) ($) | Actual Payout (%) | Actual Cash Incentive Earned ($) | ||||||||
Shantanu Narayen | 1,000,000 | 150 | 1,500,000 | 74.5875 | 1,118,813 | ||||||||
Mark Garrett | 725,000 | 100 | 725,000 | 74.5875 | 540,759 | ||||||||
Bryan Lamkin | 600,000 | 100 | 600,000 | 74.5875 | 447,525 | ||||||||
Bradley Rencher | 600,000 | 100 | 600,000 | 66.9375 | 401,625 | ||||||||
Matthew Thompson | 700,000 | 100 | 700,000 | 66.9375 | 468,563 |
Fiscal Year 2019 Executive Incentive Plan Cash Bonus | |||||||||||||||
Name | Salary(1) ($) | Target Cash Incentive (%) | Target Cash Incentive ($) | Actual Award Payout (%) | Actual Cash Incentive Earned ($) | ||||||||||
Shantanu Narayen | 1,000,000 | 200 | % | 2,000,000 | 47.5 | % | 950,000 | ||||||||
John Murphy | 575,000 | 100 | % | 575,000 | 47.5 | % | 273,125 | ||||||||
Scott Belsky | 550,000 | 100 | % | 550,000 | 47.5 | % | 261,250 | ||||||||
Bryan Lamkin | 650,000 | 100 | % | 650,000 | 47.5 | % | 308,750 | ||||||||
Abhay Parasnis | 600,000 | 100 | % | 600,000 | 47.5 | % | 285,000 |
(1) | Base salary in effect at end of fiscal year |
Fiscal Year | ||||||
Type of Equity (Allocation Percentage) | Description | Objectives/Dilutive Effect | Vesting(1) | |||
Performance Share Awards | Stock-settled awards subject to performance- and time-based vesting conditions; three-year cliff performance period determines the total number of shares earned, with significant benefits for overachievement and significant consequences for underachievement, including the potential for no award being earned; no purchase cost to executive, so awards always have value if earned | Focus NEOs on a three-year performance goal tied to long-term stockholder returns while also providing a strong retention incentive, requiring continuous employment to vest; provide significant incentive to grow our stock price; and use fewer shares than stock options, so less | Performance shares vest upon the certification of performance results following a three-year performance period | |||
Time-Based RSUs | Stock-settled awards subject to time-based vesting conditions; no purchase cost to executive, so awards always have value, if earned | Provide a strong incentive for our NEOs to remain employed with us, as they require continuous employment while vesting; provide moderate reward for growth in our stock price; and use fewer shares than stock options, so less | Vest |
(1) | Our NEOs’ equity awards are also subject to certain |
Equity Awards Granted by the Committee at the Outset of Fiscal Year 2017 | |||||||||||||||
Performance Share Program(1) | |||||||||||||||
Name | Total Target Value of Equity Award ($)(2) | Target Award (#) | Maximum Award (#) | RSU Award (#) | |||||||||||
Shantanu Narayen | $ | 18,000,000 | 84,980 | 169,960 | 84,980 | ||||||||||
Mark Garrett | $ | 5,500,000 | 25,970 | 51,940 | 25,970 | ||||||||||
Bryan Lamkin | $ | 5,500,000 | 25,970 | 51,940 | 25,970 | ||||||||||
Bradley Rencher | $ | 5,500,000 | 25,970 | 51,940 | 25,970 | ||||||||||
Matthew Thompson | $ | 6,000,000 | 28,330 | 56,660 | 28,330 |
Equity Awards Granted by the Committee During Fiscal Year 2019 | |||||||||||||||
Performance Share Program(1) | |||||||||||||||
Name | Total Target Value of Equity Award ($)(2) | Target Award (#) | Maximum Award (#) | RSU Award (#) | |||||||||||
Shantanu Narayen(3) | $ | 32,500,000 | 92,807 | 185,614 | 41,248 | ||||||||||
John Murphy | $ | 6,000,000 | 12,375 | 24,750 | 12,375 | ||||||||||
Scott Belsky | $ | 6,000,000 | 12,375 | 24,750 | 12,375 | ||||||||||
Bryan Lamkin | $ | 6,000,000 | 12,375 | 24,750 | 12,375 | ||||||||||
Abhay Parasnis | $ | 6,000,000 | 12,375 | 24,750 | 12,375 |
(1) | Achievement of goals for performance shares granted in |
(2) | Amount of performance shares and RSUs awarded to each NEO is based on the total target equity value |
(3) | Includes incremental performance share award of 30,936 PSUs granted to Mr. Narayen at the same time as his annual equity awards. |
Company Percentile Rank as Compared to Index Companies | Shares of Stock That May Be Earned (as a Percentage of Target Shares) |
Below 25th (1) | 0% |
25th | 38% |
35th | 63% |
50th | 100% (2) |
75th | 163% |
90th | 200% (3) |
100th | 200% |
(1) | A threshold percentile rank of 25% is required before any |
(2) | The maximum number of performance shares that may be earned at the 50th percentile or higher is 100% of target, if |
(3) | The maximum shares that may be earned is 200% of target, if |
2015 Performance Share Program Results | ||||||||||||||
Name | Target Award (#) | Maximum Award (#) | Actual Achievement (%) | Shares Awarded (#) | ||||||||||
Shantanu Narayen | 113,500 | 227,000 | 200 | % | 227,000 | |||||||||
Mark Garrett | 34,400 | 68,800 | 200 | % | 68,800 | |||||||||
Bryan Lamkin | 24,100 | 48,200 | 200 | % | 48,200 | |||||||||
Bradley Rencher | 25,800 | 51,600 | 200 | % | 51,600 | |||||||||
Matthew Thompson | 34,400 | 68,800 | 200 | % | 68,800 |
2017 Performance Share Program Results | ||||||||||||||
Name(1) | Target Award (#) | Maximum Award (#) | Actual Achievement (%) | Shares Awarded (#) | ||||||||||
Shantanu Narayen | 84,980 | 169,960 | 200 | % | 169,960 | |||||||||
Bryan Lamkin | 25,970 | 51,940 | 200 | % | 51,940 | |||||||||
Abhay Parasnis | 23,605 | 47,210 | 200 | % | 47,210 |
(1) | Messrs. Murphy and Belsky were not participants in the 2017 Performance Share Program because they were not employed by Adobe at the time the awards were granted. |
Position | |||
Chief Executive Officer | 20x base salary | ||
President, Executive Vice President or Chief Financial Officer | 10x base salary | ||
Senior Vice President | 3x base salary |
Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | |||||||||||
Shantanu Narayen | 2017 | 1,000,000 | 19,762,949 | 1,118,813 | 52,271 | 21,934,033 | |||||||||||
Chairman, President and Chief Executive Officer | 2016 | 1,010,260 | 17,629,781 | 1,342,500 | 52,793 | 20,035,334 | |||||||||||
2015 | 995,404 | 15,851,410 | 1,418,450 | 91,922 | 18,357,186 | ||||||||||||
Mark Garrett | 2017 | 720,192 | 6,039,583 | 540,759 | 14,619 | 7,315,153 | |||||||||||
Executive Vice President and Chief Financial Officer | 2016 | 698,977 | 4,897,611 | 609,000 | 14,433 | 6,220,021 | |||||||||||
2015 | 647,013 | 4,804,304 | 614,662 | 14,514 | 6,080,493 | ||||||||||||
Bryan Lamkin (4) | 2017 | 595,192 | 6,039,583 | 447,525 | 8,619 | 7,090,919 | |||||||||||
Executive Vice President and GM, Digital Media | 2016 | 568,590 | 4,652,866 | 500,250 | 8,406 | 5,730,112 | |||||||||||
Bradley Rencher | 2017 | 595,192 | 6,039,583 | 401,625 | 8,211 | 7,044,611 | |||||||||||
Executive Vice President and GM, Experience Cloud | 2016 | 573,514 | 4,652,866 | 500,250 | 8,084 | 5,734,714 | |||||||||||
2015 | 527,564 | 3,603,228 | 476,126 | 8,106 | 4,615,024 | ||||||||||||
Matthew Thompson | 2017 | 695,192 | 6,588,425 | 468,563 | 56,154 | 7,808,334 | |||||||||||
Executive Vice President, Worldwide Field Operations | 2016 | 673,720 | 5,142,357 | 587,250 | 51,023 | 6,454,350 | |||||||||||
2015 | 622,127 | 4,804,304 | 591,021 | 90,257 | 6,107,709 |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation (2) ($) | All Other Compensation (3) ($) | Total ($) | |||||||||||||
Shantanu Narayen | 2019 | 1,000,000 | — | 37,025,873 | 950,000 | 169,758 | 39,145,631 | |||||||||||||
Chairman, President and Chief Executive Officer | 2018 | 1,000,000 | — | 25,539,764 | 1,824,313 | 33,451 | 28,397,528 | |||||||||||||
2017 | 1,000,000 | — | 19,762,949 | 1,118,813 | 52,271 | 21,934,033 | ||||||||||||||
John Murphy(4) | 2019 | 575,000 | — | 6,604,661 | 273,125 | 9,205 | 7,461,991 | |||||||||||||
Executive Vice President and Chief Financial Officer | 2018 | 532,115 | — | 6,620,002 | 469,415 | 200,011 | 7,821,543 | |||||||||||||
Scott Belsky(5) | 2019 | 550,000 | — | 6,604,661 | 261,250 | 8,634 | 7,424,545 | |||||||||||||
Chief Product Officer and Executive Vice President, Creative Cloud | 2018 | 545,769 | 1,250,000 | 10,193,697 | 516,758 | 8,313 | 12,514,537 | |||||||||||||
Bryan Lamkin | 2019 | 650,000 | — | 6,604,661 | 308,750 | 15,689 | 7,579,100 | |||||||||||||
Executive Vice President and GM, Digital Media | 2018 | 642,308 | — | 6,917,323 | 617,500 | 8,769 | 8,185,900 | |||||||||||||
2017 | 595,192 | — | 6,039,583 | 447,525 | 8,619 | 7,090,919 | ||||||||||||||
Abhay Parasnis (6) | 2019 | 600,000 | — | 6,604,661 | 285,000 | 8,745 | 7,498,406 | |||||||||||||
Chief Technology Officer and Executive Vice President, Strategy and Growth | 2018 | — | — | — | — | — | — |
(1) | These amounts do not reflect the actual economic value realized by the NEO. In accordance with SEC rules, this column represents the grant date fair value, computed in accordance with stock-based compensation accounting principles, of performance shares, assuming the probable outcome of related performance conditions, and RSUs. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures. As shown above in the table entitled “Equity Awards Granted by the Committee |
(2) | These amounts consist solely of amounts earned under our Executive Incentive |
(3) |
(4) | Mr. |
(5) | Mr. Belsky was not a named executive officer in fiscal year 2017. |
(6) | Mr. Parasnis was not a named executive officer in fiscal year 2018 or 2017. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value of Stock and Option | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | ||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units(3) (#) | Awards(4) ($) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||
Shantanu Narayen | — | — | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | 2,000,000 | 4,000,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | 32,292 | 84,980 | 169,960 | — | 10,099,023 | (5) | 1/24/2019 | — | — | — | 23,510 | 61,871 | 123,742 | — | 18,013,742 | (5) | ||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | — | — | — | 84,980 | 9,663,926 | 1/24/2019 | — | — | — | 11,755 | 30,936 | 61,872 | — | 9,007,016 | (5) | |||||||||||||||||||||||||||||||||
Mark Garrett | — | — | 725,000 | 1,450,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
1/24/2019 | — | — | — | — | — | — | 41,248 | 10,005,115 | |||||||||||||||||||||||||||||||||||||||||||
John Murphy | — | — | 575,000 | 1,150,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
1/24/2019 | — | — | — | 4,702 | 12,375 | 24,750 | — | 3,602,981 | (5) | ||||||||||||||||||||||||||||||||||||||||||
1/24/2019 | — | — | — | — | — | — | 12,375 | 3,001,680 | |||||||||||||||||||||||||||||||||||||||||||
Scott Belsky | — | — | 550,000 | 1,100,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | 9,869 | 25,970 | 51,940 | — | 3,086,275 | (5) | 1/24/2019 | — | — | — | 4,702 | 12,375 | 24,750 | — | 3,602,981 | (5) | ||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | — | — | — | 25,970 | 2,953,308 | 1/24/2019 | — | — | — | — | — | — | 12,375 | 3,001,680 | ||||||||||||||||||||||||||||||||||
Bryan Lamkin | — | — | 600,000 | 1,200,000 | — | — | — | — | — | — | — | 650,000 | 1,300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | 9,869 | 25,970 | 51,940 | — | 3,086,275 | (5) | 1/24/2019 | — | — | — | 4,702 | 12,375 | 24,750 | — | 3,602,981 | (5) | ||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | — | — | — | 25,970 | 2,953,308 | 1/24/2019 | — | — | — | — | — | — | 12,375 | 3,001,680 | ||||||||||||||||||||||||||||||||||
Bradley Rencher | — | — | 600,000 | 1,200,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Abhay Parasnis | — | — | 600,000 | 1,200,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | 9,869 | 25,970 | 51,940 | — | 3,086,275 | (5) | 1/24/2019 | — | — | — | 4,702 | 12,375 | 24,750 | — | 3,602,981 | (5) | ||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | — | — | — | 25,970 | 2,953,308 | 1/24/2019 | — | — | — | — | — | — | 12,375 | 3,001,680 | ||||||||||||||||||||||||||||||||||
Matthew Thompson | — | — | 700,000 | 1,400,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | 10,765 | 28,330 | 56,660 | — | 3,366,737 | (5) | ||||||||||||||||||||||||||||||||||||||||||
1/24/2017 | — | — | — | — | — | — | 28,330 | 3,221,688 |
(1) | These columns represent awards granted under our Executive Incentive Plan for performance in fiscal year |
(2) | These columns represent awards granted under our |
(3) | This column represents awards of RSUs granted under our 2003 Plan. |
(4) | These amounts do not reflect the actual economic value realized by the NEO. In accordance with SEC rules, this column represents the grant date fair value, computed in accordance with stock-based compensation accounting principles, of each equity award. For additional information on the valuation assumptions, see Part II, Item 8 “Financial Statements and Supplementary Data” of our |
(5) | The grant date fair value included in this column for awards granted under our |
Option Awards(1) | Stock Awards | |||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||||||||||
Shantanu Narayen | — | — | — | — | 37,833(2) | 6,791,780 | — | — | ||||||||||||||||
— | — | — | — | — | — | 227,000(3) | 40,751,040 | |||||||||||||||||
— | — | — | — | 65,310(4) | 11,724,451 | — | — | |||||||||||||||||
— | — | — | — | — | — | 195,930(5) | 35,173,354 | |||||||||||||||||
— | — | — | — | 84,980(6) | 15,255,610 | — | — | |||||||||||||||||
— | — | — | — | — | — | 169,960(7) | 30,511,219 | |||||||||||||||||
Mark Garrett | — | — | — | — | 11,466(2) | 2,058,376 | — | — | ||||||||||||||||
— | — | — | — | — | — | 68,800(3) | 12,350,976 | |||||||||||||||||
— | — | — | — | 18,143(4) | 3,257,031 | — | — | |||||||||||||||||
— | — | — | — | — | — | 54,430(5) | 9,771,274 | |||||||||||||||||
— | — | — | — | 25,970(6) | 4,662,134 | — | — | |||||||||||||||||
— | — | — | — | — | — | 51,940(7) | 9,324,269 | |||||||||||||||||
Bryan Lamkin | — | — | — | — | 8,033(2) | 1,442,084 | — | — | ||||||||||||||||
— | — | — | — | 48,200(3) | 8,652,864 | |||||||||||||||||||
— | — | — | — | 17,236(4) | 3,094,207 | — | — | |||||||||||||||||
— | — | — | — | — | — | 51,710(5) | 9,282,979 | |||||||||||||||||
— | — | — | — | 25,970(6) | 4,662,134 | — | — | |||||||||||||||||
— | — | — | — | — | — | 51,940(7) | 9,324,269 | |||||||||||||||||
Bradley Rencher | 18,410 | — | 34.03 | 1/24/2018 | — | — | — | — | ||||||||||||||||
— | — | — | — | 8,600(2) | 1,543,872 | — | — | |||||||||||||||||
— | — | — | — | — | — | 51,600(3) | 9,263,232 | |||||||||||||||||
— | — | — | — | 17,236(4) | 3,094,207 | — | — | |||||||||||||||||
— | — | — | — | — | — | 51,710(5) | 9,282,979 | |||||||||||||||||
— | — | — | — | 25,970(6) | 4,662,134 | — | — | |||||||||||||||||
— | — | — | — | — | — | 51,940(7) | 9,324,269 | |||||||||||||||||
Matthew Thompson | — | — | — | — | 11,466(2) | 2,058,376 | — | — | ||||||||||||||||
— | — | — | — | — | — | 68,800(3) | 12,350,976 | |||||||||||||||||
— | — | — | — | 19,050(4) | 3,419,856 | — | — | |||||||||||||||||
— | — | — | — | — | — | 57,150(5) | 10,259,568 | |||||||||||||||||
— | — | — | — | 28,330(6) | 5,085,802 | — | — | |||||||||||||||||
— | — | — | — | — | — | 56,660(7) | 10,171,603 |
Stock Awards | ||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | ||||||||
Shantanu Narayen | 28,326(1) | 8,767,747 | — | — | ||||||||
— | — | 169,960(2) | 52,607,719 | |||||||||
40,896(3) | 12,658,539 | — | — | |||||||||
— | — | 122,690(4) | 37,976,236 | |||||||||
41,248(5) | 12,767,493 | — | — | |||||||||
— | — | 123,742(6) | 38,301,861 | |||||||||
— | — | 61,872(6) | 19,151,240 | |||||||||
John Murphy | 11,500(7) | 3,559,595 | — | — | ||||||||
2,556(3) | 791,159 | — | — | |||||||||
— | — | 7,670(4) | 2,374,095 | |||||||||
17,190(8) | 5,320,821 | — | — | |||||||||
12,375(5) | 3,830,434 | — | — | |||||||||
— | — | 24,750(6) | 7,660,868 | |||||||||
Scott Belsky | 28,433(9) | 8,800,866 | — | — | ||||||||
— | — | 25,560(4) | 7,911,587 | |||||||||
12,375(5) | 3,830,434 | — | — | |||||||||
— | — | 24,750(6) | 7,660,868 | |||||||||
Bryan Lamkin | 8,656(1) | 2,679,292 | — | — | ||||||||
— | — | 51,940(2) | 16,076,988 | |||||||||
11,076(3) | 3,428,354 | — | — | |||||||||
— | — | 33,230(4) | 10,285,682 | |||||||||
12,375(5) | 3,830,434 | — | — | |||||||||
— | — | 24,750(6) | 7,660,868 | |||||||||
Abhay Parasnis | 7,868(1) | 2,435,382 | — | — | ||||||||
— | — | 47,210(2) | 14,612,911 | |||||||||
10,226(3) | 3,165,254 | |||||||||||
30,680(4) | 9,496,380 | |||||||||||
12,375(5) | 3,830,434 | |||||||||||
24,750(6) | 7,660,868 |
(1) |
RSUs granted pursuant to our 2003 Plan. Three-year vesting with 1/3 vesting on each anniversary of the grant date. Shares fully vest on January 24, 2020. |
These amounts represent the maximum number of shares that could be earned under our 2017 Performance Share Program. The performance period ended at the end of fiscal year 2019, and certification was completed thereafter. The awards fully vested on January 24, 2020. See the |
(3) | RSUs granted pursuant to our 2003 Plan. Three-year vesting with 1/3 vesting on each anniversary of the grant date. RSUs fully vest on January 24, 2021. |
(4) | These amounts represent the maximum number of shares that could be earned under our 2018 Performance Share Program. The performance period will end at the end of fiscal year |
(5) | RSUs granted pursuant to our 2003 Plan. Four-year vesting with 25% vesting on the first anniversary of the vesting commencement date, and then 6.25% vesting quarterly thereafter for the remaining three years of the grant. RSUs fully vest on January 24, 2023. |
(6) | These amounts represent the maximum number of shares that could be earned under our 2019 Performance Share Program. The performance period will end at the end of fiscal year 2021, and the certification will be completed thereafter. The awards will fully vest as of the later of January 24, 2022 or the certification date. |
(7) | RSUs granted pursuant to our 2003 Plan. Four-year vesting with 25% vesting on each anniversary of the grant date. RSUs fully vest on March 20, 2021. |
(8) | RSUs granted pursuant to our 2003 Plan. Four-year vesting with 25% vesting on each anniversary of the grant date. RSUs fully vest on April 9, 2022. |
(9) | RSUs granted pursuant to our 2003 Plan. Three-year vesting with 33% vesting on each anniversary of the grant date. RSUs fully vest on December 6, 2020. |
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||
Shantanu Narayen | — | — | 277,361 | 67,276,684 | ||||||||
John Murphy | — | — | 12,759 | 3,345,052 | ||||||||
Scott Belsky | — | — | 14,217 | 3,563,207 | ||||||||
Bryan Lamkin | — | — | 74,524 | 18,076,541 | ||||||||
Abhay Parasnis | — | — | 70,137 | 17,012,431 |
Option Awards | Stock Awards | |||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||
Shantanu Narayen | — | — | 363,240 | 41,307,653 | ||||||||
Mark Garrett | — | — | 103,587 | 11,779,914 | ||||||||
Bryan Lamkin | — | — | 99,903 | 11,526,672 | ||||||||
Bradley Rencher | — | — | 80,720 | 9,179,478 | ||||||||
Matthew Thompson | — | — | 113,756 | 12,936,332 |
Nonqualified Deferred Compensation | ||||||||||||||||||||||||||||||||||||||||||||||||
Name | Aggregate balance at December 2, 2016 ($) | Executive contributions in fiscal 2017 ($) | Registrant contributions in fiscal 2017 ($) | Aggregate earnings fiscal 2017 ($) | Aggregate withdrawals/distributions in fiscal 2017 ($) | Aggregate balance at December 1, 2017 ($) | Aggregate balance at December 1, 2018 ($) | Executive contributions in fiscal 2019 ($) | Registrant contributions in fiscal 2019 ($) | Aggregate earnings fiscal 2019 ($) | Aggregate withdrawals/distributions in fiscal 2019 ($) | Aggregate balance at November 29, 2019 ($) | ||||||||||||||||||||||||||||||||||||
Shantanu Narayen | $ | 1,495,950 | $ | — | $ | — | $ | 241,719 | $ | — | $ | 1,737,669 | $ | 2,857,691 | $ | 1,743,071 | $ | — | $ | 613,893 | $ | — | $ | 5,214,655 | ||||||||||||||||||||||||
Bryan Lamkin | $ | 438,132 | $ | 590,001 | $ | — | $ | 136,511 | $ | — | $ | 1,164,644 |
(1) | Executive contribution amounts in this table are reflected in the Summary Compensation table for fiscal year 2019 and were reflected in prior years, as applicable. Aggregate earnings are not reflected in the Summary Compensation Table for fiscal year 2019 and were not reflected in prior years. |
Triggering Event (1) | Target Bonus (2) ($) | Lump Sum Severance (3) ($) | Accelerated Performance Awards (4) ($) | Accelerated Restricted Stock Units ($) | Cont. Health Insurance Coverage (pres. val.)(5) ($) | Total (6) ($) | ||||||||||||
Shantanu Narayen | ||||||||||||||||||
Death/Disability(7) | — | — | 37,185,234 | 17,739,269 | — | 54,924,503 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(8) | 1,500,000 | 7,500,000 | 53,217,806 | 33,771,841 | 38,968 | 96,028,615 | ||||||||||||
COC Only (continued employment)(9) | — | — | 53,217,806 | 33,771,841 | — | 86,989,647 | ||||||||||||
COC Only/Equity Not Assumed or Substituted(10) | — | — | 53,217,806 | 33,771,841 | — | 86,989,647 | ||||||||||||
Mark Garrett | ||||||||||||||||||
Death/Disability(7) | — | — | 10,986,624 | 5,241,086 | — | 16,227,710 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(8) | 725,000 | 2,900,000 | 15,723,259 | 9,977,542 | 27,357 | 29,353,158 | ||||||||||||
COC Only (continued employment)(9) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(10) | — | — | 15,723,259 | 9,977,542 | — | 25,700,801 |
Triggering Event (1) | Target Bonus (2) ($) | Lump Sum Severance (3) ($) | Accelerated Performance Awards (4) ($) | Accelerated Restricted Stock Units ($) | Cont. Health Insurance Coverage (pres. val.)(5) ($) | Total (6) ($) | ||||||||||||
Bryan Lamkin | ||||||||||||||||||
Death/Disability(7) | — | — | 8,974,923 | 4,543,292 | — | 13,518,215 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(8) | 600,000 | 2,400,000(11) | 13,630,056 | 9,198,425 | 38,968 | 25,867,449 | ||||||||||||
COC Only (continued employment)(9) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(10) | — | — | 13,630,056 | 9,198,425 | — | 22,828,481 | ||||||||||||
Bradley Rencher | ||||||||||||||||||
Death/Disability(7) | — | — | 9,280,107 | 4,645,080 | — | 13,925,187 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(8) | 600,000 | 2,400,000 | 13,935,240 | 9,300,213 | 38,389 | 26,273,842 | ||||||||||||
COC Only (continued employment)(9) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(10) | — | — | 13,935,240 | 9,300,213 | — | 23,235,453 | ||||||||||||
Matthew Thompson | ||||||||||||||||||
Death/Disability(7) | — | — | 11,290,731 | 5,463,691 | — | 16,754,422 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(8) | 700,000 | 2,800,000 | 16,391,074 | 10,564,034 | 39,374 | 30,494,482 | ||||||||||||
COC Only (continued employment)(9) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(10) | — | — | 16,391,074 | 10,564,034 | — | 26,955,108 |
Triggering Event | Target Bonus (1) ($) | Lump Sum Severance (2) ($) | Accelerated Performance Awards (3) ($) | Accelerated Restricted Stock Units ($) | Cont. Health Insurance Coverage (pres. val.)(4) ($) | Total (5) ($) | ||||||||||||
Shantanu Narayen | ||||||||||||||||||
Death/Disability(6) | — | — | 48,538,327 | 20,682,793 | — | 69,221,120 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 2,000,000 | 9,000,000 | 74,018,528 | 34,193,774 | 29,546 | 119,241,848 | ||||||||||||
COC Only (continued employment)(8) | — | — | 74,018,528 | 34,193,774 | — | 108,212,302 | ||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 74,018,528 | 34,193,774 | — | 108,212,302 | ||||||||||||
John Murphy | ||||||||||||||||||
Death/Disability(6) | — | — | 2,068,279 | 5,624,780 | — | 7,693,059 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 575,000 | 2,300,000 | (10) | 5,017,482 | 13,502,010 | 14,485 | 21,408,977 | |||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 5,017,482 | 13,502,010 | — | 18,519,492 | ||||||||||||
Scott Belsky | ||||||||||||||||||
Death/Disability(6) | — | — | 3,914,007 | 6,076,384 | — | 9,990,391 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 550,000 | — | (11) | 7,786,227 | 12,631,301 | 42,075 | 21,009,603 | |||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 7,786,227 | 12,631,301 | — | 20,417,528 | ||||||||||||
Bryan Lamkin | ||||||||||||||||||
Death/Disability(6) | — | — | 12,743,969 | 6,069,265 | — | 18,813,234 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 650,000 | 2,600,000 | 17,011,769 | 9,938,081 | 29,546 | 30,229,396 | ||||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 17,011,769 | 9,938,081 | — | 26,949,850 |
Triggering Event | Target Bonus (1) ($) | Lump Sum Severance (2) ($) | Accelerated Performance Awards (3) ($) | Accelerated Restricted Stock Units ($) | Cont. Health Insurance Coverage (pres. val.)(4) ($) | Total (5) ($) | ||||||||||||
Abhay Parasnis | ||||||||||||||||||
Death/Disability(6) | — | — | 11,748,830 | 5,693,805 | — | 17,442,635 | ||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 600,000 | 1,259,060 | (11) | 15,885,080 | 9,431,071 | 42,075 | 27,217,286 | |||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 15,885,080 | 9,431,071 | — | 25,316,151 |
(1) |
This amount represents the fiscal year |
Based on the base salary and target bonus on |
This amount includes the full acceleration of the number of shares at 100% of target under the |
Amounts reported represent the present value of 18 months of COBRA payments with an estimated 5% premium increase every 12 months. The present value is calculated by using 120% of the short term applicable federal rate of |
In accordance with the terms of the Change of Control Plan and Mr. Narayen’s Retention Agreement, all of the benefits in this table are subject to a reduction in the event the amounts payable would constitute an excess parachute payment within the meaning of Section 280G of the Code, to the extent the reduced benefits would result in a better after-tax economic position for the effected NEO. See |
For an explanation of benefits to be received by our NEOs as a result of death or disability, see “Executive Compensation—Grants of Plan-Based Awards in Fiscal Year |
For an explanation of benefits received by our NEOs as a result of an involuntary termination or resignation for good reason upon a COC, see “Change of Control” above. |
Assumes that all equity awards were assumed or substituted by the hypothetical acquiring company. No benefits are payable to the NEOs pursuant to the Change of Control Plan and there is |
Assumes that equity awards were not assumed or substituted by the hypothetical acquiring company. Pursuant to the terms of the applicable equity plans, any |
Mr. |
(11) | Messrs. Parasnis’s and Belsky's total payments exceed their Section 280G threshold, and a cutback of severance payments would result in a better after-tax economic position. Therefore, Messrs. Parasnis’s and Belsky's payments are subject to a reduction and Mr. Parasnis would receive a reduced severance payment and Mr. Belsky would not receive a severance payment. |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(2) | Weighted-average exercise price of outstanding options, warrants and rights(2)(3) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) | |||||
Equity compensation plans approved by Adobe’s stockholders(1) | 10,535,068(4) | $45.03 | 47,817,898(5) | |||||
Equity compensation plans not approved by Adobe’s stockholders(6) | 187,799 | $73.34 | — | |||||
Total | 10,722,867 | $70.42 | 47,817,898 |
(1) | Our Executive Compensation Committee elected to retire the remaining outstanding share reserves under the 2003 Plan following the approval of the 2019 Plan on April 11, 2019. No additional shares will be granted under the 2003 Plan; however, it remains in place to govern the awards issued and outstanding under the plan. |
(2) | Rights include performance shares and RSUs. |
(3) | Weighted-average exercise prices are calculated without regard to performance shares and RSUs, which do not have any exercise price. |
(4) | Includes 764,850 shares of common stock issuable pursuant to the terms of our 2017 Performance Share Program, 555,350 shares of common stock issuable pursuant to the terms of our 2018 Performance Share Program and 595,510 shares of common stock issuable pursuant to the terms of our 2019 Performance Share Program, each at maximum levels (200%) as of November 29, 2019. |
(5) | Includes 3,765,342 shares that are reserved for issuance under the 1997 ESPP as of November 29, 2019 and 44,052,556 shares that are reserved for issuance under the 2019 Plan. |
(6) | We assumed the outstanding stock awards under various equity incentive plans maintained by companies we acquired, as follows: |
Company | Date of Acquisition |
Omniture | October 23, 2009 |
Demdex | January 18, 2011 |
EchoSign | July 15, 2011 |
Auditude | October 18, 2011 |
Efficient Frontier | January 13, 2012 |
Behance | December 20, 2012 |
Neolane | July 22, 2013 |
Aviary | September 22, 2014 |
Fotolia | January 27, 2015 |
TubeMogul | December 19, 2016 |
Magento | June 19, 2018 |
Name of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2)(3) | Percent of Class(4) | |||||
FMR LLC | 36,182,771 | (5) | 7.49% | ||||
245 Summer Street Boston, MA 02210 | |||||||
The Vanguard Group | 38,580,076 | (6) | 7.98% | ||||
100 Vanguard Blvd. Malvern, PA 19355 | |||||||
BlackRock, Inc. | 34,226,146 | (7) | 7.08% | ||||
55 East 52nd Street New York, NY 10022 | |||||||
Shantanu Narayen | 415,271 | (8) | * | ||||
John Murphy | 24,319 | (9) | * | ||||
Scott Belsky | 14,255 | * | |||||
Bryan Lamkin | 98,546 | * | |||||
Abhay Parasnis | 34,802 | * | |||||
Amy Banse | 35,738 | (10) | * | ||||
Frank Calderoni | 28,137 | (11) | * | ||||
James Daley | 35,172 | (12) | * | ||||
Laura Desmond | 28,172 | (13) | * | ||||
Charles Geschke | 108,693 | (14) | * | ||||
Kathleen Oberg | 1,340 | (15) | * | ||||
Dheeraj Pandey | 1,340 | (16) | * | ||||
David Ricks | 2,400 | (17) | * | ||||
Daniel Rosensweig | 15,354 | (18) | * | ||||
John Warnock | 461,103 | (19) | * | ||||
All directors and current executive officers as a group (21 persons) | 1,486,957 | (20) | * |
* | Less than 1%. |
(1) | The address of each person named in the table, unless otherwise indicated, is c/o Adobe Inc., 345 Park Avenue, San Jose, California 95110. |
(2) | This table is based upon information supplied by executive officers, directors and principal stockholders, as well as beneficial ownership reports filed with the SEC. Unless otherwise indicated in the footnotes to this table, and subject to community property laws where applicable, each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. None of the shares beneficially owned by our executive officers and directors are pledged as security. |
(3) | Holdings reported include any equity awards deferred under our deferred compensation plan. |
(4) | Applicable percentages are based on 483,268,215 shares outstanding on February 12, 2020, adjusted as required by rules promulgated by the SEC. |
(5) | Based solely on a Schedule 13G/A filed with the SEC on February 7, 2020, reporting beneficial ownership as of December 31, 2019, with sole dispositive power as to all shares and sole voting power with respect to 5,726,191 shares. |
(6) | Based solely on a Schedule 13G/A filed with the SEC on February 12, 2020, reporting beneficial ownership as of December 31, 2019, with sole dispositive power as to 37,743,392 shares, sole voting power with respect to 750,421 shares, shared dispositive power as to 836,684 shares and shared voting power with respect to 130,307 shares. |
(7) | Based solely on a Schedule 13G/A filed with the SEC on February 5, 2020, reporting beneficial ownership as of December 31, 2019, with sole dispositive power as to all shares and sole voting power with respect to 29,246,093 shares. |
(8) | Shares held by the Narayen Family Trust, of which Mr. Narayen is a trustee. |
(9) | Includes 11,480 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Mr. Murphy. |
(10) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Ms. Banse. |
(11) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Mr. Calderoni. |
(12) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Mr. Daley. |
(13) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Ms. Desmond. |
(14) | Consists of 107,620 shares held by the Geschke Family Trust, of which Dr. Geschke is a trustee, and 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Dr. Geschke. |
(15) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Ms. Oberg. |
(16) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Mr. Pandey. |
(17) | Includes 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Mr. Ricks. |
(18) | Consists of 2,268 shares held by The Rosensweig 2012 Irrevocable Children’s Trust, of which Mr. Rosensweig is a trustee; 10,836 shares held by the Rosensweig Family Revocable Trust, of which Mr. Rosensweig is a trustee; 1,177 shares held by Mr. Rosensweig; and 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Mr. Rosensweig. |
(19) | Consists of 441,148 shares held by the Warnock Family Trust, of which Dr. Warnock is a trustee; 18,882 shares held by Dr. Warnock; and 1,073 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by Dr. Warnock. |
(20) | Includes 22,210 shares issuable within 60 days of the date of this table upon vesting of restricted stock units held by our directors and current executive officers. See also footnotes 9 through 19. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES | |||||
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL | |||||
Name | ||||||
No. of Shares Purchased (#) | ||||||
Shantanu Narayen, | 140 | |||||
193 | ||||||
140 | ||||||
Bryan Lamkin, Executive Vice President and | 140 | |||||
Abhay Parasnis, Chief Technology Officer and Executive Vice President, Strategy and Growth | 140 | |||||
__________________ | ___ | |||||
Executive Group (11 persons)(1) | 1,497 | |||||
Non-Executive Director Group | 0 | (2) | ||||
Non-Executive Officer Employee Group | 1,489,636 |
The Executive Group is comprised of employees holding the title of Executive Vice President and above as of |
(2) | Non-executive members of our Board are not eligible to participate in the ESPP or the Amended ESPP. |
(3) | As of January 26, 2020. |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL | |||||
Fee Category | Fiscal 2017 | Fiscal 2016 | ||||||
Audit Fees (1) | $ | 4,565,686 | $ | 4,217,374 | ||||
Audit-Related Fees | $ | 875,551 | $ | 742,901 | ||||
Tax Fees | $ | 630,460 | $ | 615,311 | ||||
All Other Fees | $ | — | $ | 405,245 | ||||
Total | $ | 6,071,697 | $ | 5,980,831 |
Fee Category | Fiscal 2019 | Fiscal 2018 | ||||||
Audit Fees | $ | 6,043,000 | $ | 6,849,375 | ||||
Audit-Related Fees | 1,271,557 | 1,779,724 | ||||||
Tax Fees | 885,263 | 705,020 | ||||||
All Other Fees | — | 39,954 | ||||||
Total | $ | 8,199,820 | $ | 9,374,073 |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL | |||||
Stockholder name: | Adam D. Seitchik |
Stockholder address: | Arjuna Capital 1 Elm Street, Manchester, MA 01944 |
Number of shares held: | 13 shares |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “AGAINST” THIS PROPOSAL | |||||
Executive Vice President, General Counsel & Corporate Secretary |
2020 EMPLOYEE STOCK PURCHASE PLAN (as amended and restated as of ________________________) 1.Purpose and Term of Plan | ||
YOU CAN VOTE OVER THE INTERNET OR BY TELEPHONE QUICK * EASY * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK | ||
Adobe VOTE BY INTERNET - www.proxyvote.com Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on April VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the environmental impact and the costs incurred by Adobe VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Adobe | ||
BROADRIDGE CORPORATE ISSUER SOLUTIONS C/O ADOBE P.O. BOX 1342 BRENTWOOD, NY 11717 |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY | ||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
ADOBE | ||||||||||||||||||||||||||||||||
Vote on Directors | Vote on Proposals | |||||||||||||||||||||||||||||||
The Board of Directors recommends a vote FOR the following: | The Board of Directors recommends a vote FOR proposals 2, 3 and | |||||||||||||||||||||||||||||||
1. | Election of the | For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||||||
1a. | Amy Banse | o | o | o | 2. | o | o | o | ||||||||||||||||||||||||
1b. | ||||||||||||||||||||||||||||||||
Frank Calderoni | o | o | o | |||||||||||||||||||||||||||||
James Daley | o | o | o | 3. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 27, 2020. | o | o | o | ||||||||||||||||||||||||
1d. | Laura Desmond | o | o | o | ||||||||||||||||||||||||||||
Charles Geschke | o | o | o | |||||||||||||||||||||||||||||
Shantanu Narayen | o | o | o | 4. | Approve, on an advisory basis, the compensation of our named executive officers. | o | o | o | ||||||||||||||||||||||||
1g. | Kathleen Oberg | o | o | o | ||||||||||||||||||||||||||||
1h. | Dheeraj Pandey | o | o | o | 5. | Consider and vote upon one stockholder proposal. | o | o | o | |||||||||||||||||||||||
1i. | David Ricks | o | o | o | ||||||||||||||||||||||||||||
1j. | Daniel Rosensweig | o | o | o | ||||||||||||||||||||||||||||
John Warnock | o | o | o | |||||||||||||||||||||||||||||
Sign exactly as your name(s) appear(s) on the stock certificate. If shares of stock stand of record in the names of two or more persons, or in the name of husband and wife, whether as joint tenants or otherwise, both or all of such persons should sign the proxy card. If shares of stock are held of record by a corporation, the proxy card should be executed by the President or Vice President and the Secretary or Assistant Secretary. Executors or administrators or other fiduciaries who execute the proxy card for a deceased stockholder should give their full title. Please date the proxy card. | ||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
ADOBE |
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY |
The undersigned hereby appoints each of John Warnock and Shantanu Narayen with full power of substitution, to represent the undersigned and to vote all of the shares of stock in Adobe |
The shares represented hereby shall be voted as specified. If no specification is made, such shares shall be voted FOR the election of each of the nominees listed on the reverse side for the Board of Directors, and FOR Proposals 2, 3 and 4 and AGAINST Proposal 5. Whether or not you are able to attend the meeting, you are urged to sign and mail the proxy card in the return envelope so that the stock may be represented at the meeting. |
IF YOU ELECT TO VOTE BY MAIL, PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY |
USING THE ENCLOSED ENVELOPE |
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE) |