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Location | Record Date | |||||||
Thursday, April 14, 2022 9:00 a.m. Pacific Time | Virtual virtualshareholdermeeting.com/ADBE2022 | Close of business on February 15, 2022 |
ITEMS OF BUSINESS | BOARD RECOMMENDATION | ||||||||||
1. | Elect twelve members of our Board of Directors named herein to serve for a one-year term. | FOR each director nominee | |||||||||
2. | Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on December 2, 2022. | FOR | |||||||||
3. | Approve, on an advisory basis, the compensation of our named executive officers. | FOR |
Vote in Advance of the Meeting | Vote Online During the Meeting | |||||||||||||
: | Go toproxyvote.com and enter the 16-digit control number found in your Notice of Internet Availability or proxy card. | See “Information about the Meeting, Voting and Proxies – Participating in Our Virtual Annual Meeting” on page 69 for more information. | ||||||||||||
( | Call toll-free 1-800-690-6903. | |||||||||||||
+ | Sign, date and return the proxy card or voting instruction form you received by mail. |
By order of the Board of Directors, | |||||
Executive Vice President, General Counsel & |
Page | |||||
REVENUE | DIGITAL MEDIA REVENUE | DIGITAL EXPERIENCE REVENUE | ||||||||||||
$15.79B | $11.52B | $3.87B | ||||||||||||
↑ 23% from FY2020 | ↑ 25% from FY2020 | ↑ 24% from FY2020 | ||||||||||||
GAAP OPERATING INCOME | NON-GAAP OPERATING INCOME* | OPERATING CASH FLOWS | ||||||||||||
↑37% | ↑31% | $7.23B | ||||||||||||
from FY2020 | from FY2020 | during FY2021 | ||||||||||||
GAAP DILUTED EPS | NON-GAAP DILUTED EPS* | STOCK REPURCHASES | ||||||||||||
$10.02 | $12.48 | $3.87B | ||||||||||||
during FY2021 | during FY2021 | returned to stockholders in FY2021 |
•Business strategy | •Financial performance | •Executive & director compensation | ||||||
•The Content Authenticity Initiative | •Human capital and talent | •Diversity and Inclusion programs | ||||||
•Board oversight of ESG matters | •Renewable energy and sustainability | •Accessibility and digital inclusion |
COMMITTEE MEMBERSHIPS(1) | |||||||||||||||||||||||
NAME | ROLE | AGE | DIRECTOR SINCE | INDEPENDENT | AUDIT | EXECUTIVE COMPENSATION | GOVERNANCE AND SUSTAINABILITY | ||||||||||||||||
Amy Banse | Director | 62 | 2012 | Yes | C | M | |||||||||||||||||
Brett Biggs | Director | 53 | 2022 | Yes | M | ||||||||||||||||||
Melanie Boulden | Director | 49 | 2020 | Yes | M | ||||||||||||||||||
Frank Calderoni | Lead Director | 64 | 2012 | Yes | C | ||||||||||||||||||
Laura Desmond | Director | 56 | 2012 | Yes | M | ||||||||||||||||||
Shantanu Narayen | Chairman | 58 | 2007 | No | |||||||||||||||||||
Spencer Neumann | Director | 52 | 2022 | Yes | M | ||||||||||||||||||
Kathleen Oberg | Director | 61 | 2019 | Yes | C | M | |||||||||||||||||
Dheeraj Pandey | Director | 46 | 2019 | Yes | M | ||||||||||||||||||
David Ricks | Director | 54 | 2018 | Yes | M | ||||||||||||||||||
Daniel Rosensweig | Director | 60 | 2009 | Yes | M | ||||||||||||||||||
John Warnock | Director | 81 | 1983 | Yes |
C | Chair | M | Member |
Total Number of Directors | 12 | ||||||||||||||||
FEMALE | MALE | NON-BINARY | DID NOT DISCLOSE GENDER | ||||||||||||||
PART I: GENDER IDENTITY | |||||||||||||||||
Directors | 4 | 8 | 0 | 0 | |||||||||||||
PART II: DEMOGRAPHIC BACKGROUND | |||||||||||||||||
African American or Black | 1 | 0 | 0 | 0 | |||||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | |||||||||||||
Asian | 0 | 2 | 0 | 0 | |||||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | |||||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | |||||||||||||
White | 3 | 6 | 0 | 0 | |||||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | |||||||||||||
LGBTQ+ | 1 | ||||||||||||||||
Did Not Disclose Demographic Background | 0 |
12 | Executive Leadership | 12 | Business Development & Strategy | 5 | Legal or Regulatory | |||||||||||||||||||||||||||
12 | Global Leadership | 4 | Sales, Marketing & Brand Management | 12 | Operations | |||||||||||||||||||||||||||
3 | Technologist | 11 | Finance or Accounting | 8 | Public Company Board Service / Governance |
•Strong board independence (11 of 12 director nominees are independent) | •Independent lead director | ||||
•All committee members are independent | •All directors stand for election annually | ||||
•Majority vote standard for uncontested director elections | •Bylaws provide for proxy access for stockholders | ||||
•Single class of stock with equal voting rights | •Robust stock ownership requirements for executive officers and directors | ||||
•Stockholder right to call a special meeting | •All current Audit Committee members are audit committee financial experts under SEC rules | ||||
•Simple majority vote standard for charter/bylaw amendments | •Regular board and committee evaluations facilitated by an independent third party |
What we do | What | |||||||||||||
ü | Pay for Performance. Our executives’ total compensation is designed to pay for performance and is comprised of elements that address both short-term and long-term financial performance. | û | Our Insider Trading Policy, which applies to all employees, officers and directors, prohibits transactions involving pledging, hedging or short sales of Adobe equity. | |||||||||||
Independent Compensation Consultant. Our Compensation Committee engages its own independent compensation consultant to advise on executive and non-employee director compensation matters. | û | We do not provide golden parachute excise tax other than gross-up payments. | ||||||||||||
ü | Annual Compensation Peer Group Review. Our Compensation Committee reviews the composition of our | û | We do not provide defined benefit pension plans, supplemental executive retirement plans or retiree health benefits. | |||||||||||
ü | ||||||||||||||
Annual Say-on-Pay Vote. We conduct an annual advisory vote | ||||||||||||||
û | Our equity plans do not include an evergreen feature that would automatically replenish the shares available for issuance. | |||||||||||||
ü | Fully Independent Compensation Committee. Our Compensation Committee is comprised of 100% independent directors. | |||||||||||||
ü | Clawback Policy. We have a clawback policy for performance-based incentive compensation of our executive officers. | |||||||||||||
ü | Robust Stock Ownership Guidelines. We have robust stock ownership requirements for our directors and officers at the senior vice president level and above. |
We’ve made sustainability a priority since Adobe’s inception. We strive to improve our energy efficiency and achieve a zero-carbon operational footprint; develop digital products designed to enhance the sustainability initiatives of employees and customers; and work with peers, partner organizations and our own internal teams and employees to foster a culture of sustainability throughout our business and beyond. | Continued progress towards goal of powering 100% of our operations with renewable energy by 2035 | |||||||
through enrollment in a green tariff program for our Oregon data center that will | ||||||||
Raised our Science-Based Targets (“SBTs”) to “well-below 1.5°C” | ||||||||
—the most ambitious designation available through the SBT process | ||||||||
Rethinking real estate footprint | ||||||||
and optimizing building management as employees return to offices |
Adobe For All is our vision to advance diversity & inclusion across our company. We believe that Overall, our diverse representation has been moving in a positive direction year over year. That said, we still have work ahead of us to increase diverse representation at Adobe and reach our aspirational goals. | Achieved global gender and U.S. URM(1)/non-URM pay parity | |||||||
again in fiscal year 2021 | ||||||||
Set aspirational goal to increase representation of women to 30% and double URM(1) representation | ||||||||
in leadership positions by 2025 | ||||||||
Set aspirational goal to double Black representation | ||||||||
as a percentage of US employees by 2025 | ||||||||
8 employee resource groups | ||||||||
that build community for employees from underrepresented groups | ||||||||
Global employee allyship program | ||||||||
Continued investment in the | ||||||||
to accelerate the representation and success of Black and underrepresented employees |
We’ve put a priority on philanthropy as a means of supporting and empowering the communities in which we live and work. In a continued effort to invest in communities that are supporting racial and social justice globally, last fall we launched our first ever Equity and Advancement Initiative. This unique approach to long-term, global commitments has positioned us to make an extensive impact with select NGOs and enabled us to develop deeper collaborations and partnerships aligned with our employee networks. We also continue to support students around the globe pursuing careers in creativity and design through our robust scholarship programs. | Supporting 11 leading racial and social justice organizations, including Equality Now and Human Rights Watch | |||||||
through our Equity Advancement Initiative via the Adobe Foundation | ||||||||
Committing an additional $9.5M | ||||||||
to social equity and advancement | ||||||||
Investing $9.35M in grants and scholarships | ||||||||
centered on technology + creativity skill-building for students | ||||||||
Partnering with Khan Academy | ||||||||
to bring content and creative activities to millions of students and teachers | ||||||||
$8.1M to support COVID relief efforts | ||||||||
for emergency housing, food, healthcare, and K-12 education |
Our commitment to | $15.5M donations matched | |||||||
from Adobe employees for causes | ||||||||
$5M given to | ||||||||
through our Employee Community Fund, a locally-driven grantmaking program | ||||||||
127,000 volunteer hours | ||||||||
from roughly a third of our |
We’re focused on how our tools, technology and platform can make the world a better place. Our solutions are creating positive change in powerful ways around the world, from combating digital illiteracy to | ||||||||||||||
We | ||||||||||||||
#1 in |
Attributes and Experience of Director Nominees | |||||||||||
12 | 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 | |||||||||
12 | Global Leadership | Directors with leadership experience in a global company overseeing non-U.S. operations, diverse economic landscapes and working with various cultures | |||||||||
12 | Business Development & Strategy | Directors with expertise in strategic planning, mergers and acquisitions, growth strategies or business expansion | |||||||||
3 | Technologist | Directors with extensive experience in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development | |||||||||
4 | 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 | |||||||||
5 | 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 | |||||||||
12 | Operations | Directors having expertise in business operations management, supply chain management, integration or distribution | |||||||||
8 | Public Company Board Service / Governance | Directors who currently serve, or have served, on other public company boards |
Amy Banse | |||||||||||
Age: 62 Director since 2012. Other Public Company Boards: The Clorox Company Lennar Corporation On Holding AG | Committees: Executive Compensation (chair), Governance and Sustainability | ||||||||||
Biography: Ms. Banse is currently a partner at Mastry, Inc., an early stage venture capital firm. Previously, she held several roles at Comcast Corporation (“Comcast”), a global media and technology company, including Executive Vice President, Comcast Corporation, and Managing Director and Head of Funds, Comcast Ventures. Prior to that role, Ms. Banse 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 Xfinity.com and Xfinitytv.com. She 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 JD from Temple University School of Law. As the former Managing Director and Head of Funds for Comcast Ventures and Executive Vice President, Comcast Corporation, as well as her prior executive positions, including President of CIM, Ms. Banse has extensive executive leadership experience and 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. |
Brett Biggs | |||||||||||
Age: 53 Director since 2022. | Committees: Audit | ||||||||||
Biography: Mr. Biggs currently serves as the Executive Vice President and Chief Financial Officer for Walmart Inc. Prior to his current role, Mr. Biggs held the roles of Chief Financial Officer for Walmart International, Walmart U.S. and Sam’s Club. Mr. Biggs also served as Senior Vice President for International Strategy, Mergers and Acquisitions and as Senior Vice President of Corporate Finance, as well as Senior Vice President of Operations for Sam’s Club. Before joining Walmart in 2000, Mr. Biggs held various M&A and corporate finance positions at Leggett & Platt, Phillips Petroleum Co. and Price Waterhouse. He holds a bachelor’s degree in accounting from Harding University and an MBA with Honors from Oklahoma State University. With his current role as Executive Vice President and Chief Financial Officer for Walmart, as well as his prior executive positions, Mr. Biggs brings to the Board extensive executive experience and financial expertise, including in-depth knowledge of the complex financial and operational issues facing large global companies and understanding of accounting principles and financial reporting rules and regulations. |
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 |
Melanie Boulden | |||||||||||
Age: 49 Director since 2020. | Committees: Executive Compensation | ||||||||||
Biography: Ms. Boulden currently serves as Chief Marketing Officer of the Coca-Cola North America Operating Unit (“NAOU”) responsible for a multibillion dollar brand portfolio consisting of 20+ brands including Coca-Cola, Sprite, Smartwater, Minute Maid and Simply. Prior to her role as Chief Marketing Officer, Ms. Boulden was President of the Stills Business Unit and led NAOU’s water, active hydration, tea and coffee businesses. Before joining Coca-Cola in 2019, Ms. Boulden was the global head of Marketing and Brand Management at Reebok, where she reignited Reebok’s connection to pop culture, entertainment, fitness and fashion. She also served as Senior Vice President of Global Marketing at Crayola and spent several years at Kraft Foods and Henkel Consumer Goods in various marketing and general management positions. Ms. Boulden holds a B.S. from Iowa State University and an MBA from The University of Iowa. With her current role as Chief Marketing Officer of NAOU, together with her previous roles managing some of the world’s most well-known brands, Ms. Boulden brings to the Board extensive experience and deep expertise in global marketing and brand management. |
Frank Calderoni Lead Director | |||||||||||
Age: 64 Director since 2012. Lead Director since 2020. Other Public Company Boards: Anaplan, Inc. Palo Alto Networks, Inc. (2016 to 2019) | Committees: Governance and Sustainability (chair) | ||||||||||
Biography: Mr. Calderoni currently serves as the President and Chief Executive Officer of Anaplan, Inc., 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, Inc. from June 2015 to December 2016. Until June 2015, he was an Executive Advisor at Cisco Systems, Inc., 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 MBA 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 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. |
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. |
Laura Desmond | |||||||||||
Age: 56 Director since 2012. Other Public Company Boards: DoubleVerify Holdings Inc. Capgemini SE (2019 to 2020) | Committees: Executive Compensation | ||||||||||
Biography: Ms. Desmond is currently Founder and Chief Executive Officer 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 L.L.C., 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. |
Shantanu Narayen Chairman | |||||||||||
Age: 58 Director since 2007. Chairman since 2017. Other Public Company Boards: Pfizer Inc. (lead independent director) | Committees: None | ||||||||||
Biography: Mr. Narayen currently serves as our 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. 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, an M.S. in Computer Science from Bowling Green State University and an MBA from the Haas School of Business, University of California, Berkeley. As our 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. |
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. | ||||||||
Spencer Neumann | |||||||||||
Age: 52 Director since 2022. | Committees: Audit | ||||||||||
Biography: Mr. Neumann currently serves as the Chief Financial Officer for Netflix, Inc. Before joining Netflix in January 2019, Mr. Neumann served as Chief Financial Officer for Activision Blizzard, Inc. and previously held roles at The Walt Disney Company, including Chief Financial Officer and Executive Vice President of Global Guest Experience for Walt Disney Parks and Resorts. Prior to that, he held roles at Providence Equity Partners and Summit Partners. He holds a B.A. in Economics and an MBA from Harvard University. As a result of his position at Netflix, as well as his previous executive positions, Mr. Neumann brings to the Board extensive experience and financial expertise, including an in-depth 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. |
Kathleen Oberg | |||||||||||
Age: 61 Director since 2019. | Committees: Audit (chair), Governance and Sustainability | ||||||||||
Biography: Ms. Oberg currently serves as Chief Financial Officer and Executive Vice President, Business Operations for Marriott International, Inc. Beginning in 2013 and until January 2016, Ms. Oberg served as Chief Financial Officer for The Ritz-Carlton Hotel Company, L.L.C. From 2008 until she joined 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 Bank, The Goldman Sachs Group, Inc. and The 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 MBA 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. |
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. | ||||||||
Dheeraj Pandey | |||||||||||
Age: 46 Director since 2019. Other Public Company Boards: Nutanix, Inc. (2009 to 2020) | Committees: Audit | ||||||||||
Biography: Mr. Pandey is the Chairman and Chief Executive Officer of DevRev, Inc., a SaaS company that is focused on using AI and design to automate software and customer engineering workflows. Previously, he co-founded Nutanix, Inc. in 2009 and served as its Chief Executive Officer and as the Chairman of its board of directors until December 2020. Mr. Pandey also served as the President of Nutanix, Inc. from September 2009 until February 2016. Between September 2007 and September 2009, he served as VP (and Director) of Engineering at Aster Data Systems, Inc. (later acquired by Teradata Corporation), a data warehousing company. Prior to Teradata, Mr. Pandey served in software engineering roles at Oracle Corporation, Zambeel, Inc., and Trilogy Software, Inc. Mr. Pandey holds a Bachelor of Technology 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 and Chairman of DevRev, Inc. and Nutanix, Inc. 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. |
David Ricks | |||||||||||
Age: 54 Director since 2018. Other Public Company Boards: Eli Lilly and Company (Chair) Elanco Animal Health, Inc. (2018 to 2019) | Committees: Executive Compensation | ||||||||||
Biography: Mr. Ricks currently serves as Chief Executive Officer of Eli Lilly and Company and became Chair 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, LLC, Eli Lilly and 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 B.S. from Purdue University in 1990 and an MBA from Indiana University in 1996. As Chair and Chief Executive Officer 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. |
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. |
Daniel Rosensweig | |||||||||||
Age: 60 Director since 2009. Other Public Company Boards: Chegg, Inc. Rent the Runway Time Inc. (2017 to 2018) | Committees: Governance and Sustainability | ||||||||||
Biography: 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, Inc., 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 LLC, a private investment firm. Prior to joining the Quadrangle Group in August 2007, Mr. Rosensweig served as Chief Operating Officer of Yahoo! Inc., 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, LLC, 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. |
John Warnock Co-Founder | |||||||||||
Age: 81 Director since 1983. Other Public Company Boards: Salon Media Group, Inc. (2001 to 2017) | Committees: None | ||||||||||
Biography: 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 and Chairman of the board of Salon Media Group Inc., Dr. Warnock has a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters. |
Name | Board | Audit | Executive Compensation | Governance and Sustainability | |||||||||||||||||||||||||
Number of meetings held in fiscal year 2021 | 8 | 8 | 7 | 4 |
Name | Board | Audit | Executive Compensation | Governance and Sustainability | |||||||||||||||||||||||||
Number of meetings held in fiscal year 2021 | 8 | 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 |
• 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 U.S. Securities and Exchange Commission (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. Governance and Sustainability Committee The Governance and Sustainability Committee’s (formerly the Nominating and Governance Committee as of April 2021) primary purpose is to evaluate candidates for membership on our Board and make recommendations to our Board regarding candidates for director. The committee also: • makes recommendations with respect to the composition and diversity of our Board and its committees; • reviews and makes recommendations regarding the functioning of our Board as an entity; • oversees environmental, social and governance (“ESG”) matters applicable to the Company, other than those related to human capital management; • establishes and reviews governance criteria applicable to the Board; • 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. If requested by the Board, the Governance and Sustainability Committee also may assist our Board in reviewing and assessing management development and succession planning for our executive officers. The Governance and Sustainability 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 Governance and Sustainability Committee are all independent directors within the meaning of applicable Nasdaq listing standards. The Governance and Sustainability 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. 2022 Proxy Statement |17 In carrying out its function to nominate candidates for election to our Board, the Governance and Sustainability Committee considers the criteria, attributes and experience discussed above in “Our Board of Directors.” In reviewing potential candidates, the Governance and Sustainability 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 Governance and Sustainability 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 Audit Committee and 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 that a majority of the members of our Board meet the definition of “independent director” within the meaning of applicable Nasdaq listing standards. The Governance and Sustainability Committee, from time to time, retains, for a fee, one or more third-party search firms to identify suitable candidates. The Governance and Sustainability Committee considers stockholder recommendations for candidates for the Board. 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. Under Article III, Section 6 of our Bylaws, a stockholder (or a 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 the 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 Governance and Sustainability 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 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; •makes recommendations to the Board concerning Board and committee compensation, as well as overseeing matters related to human capital management, including the company's diversity and inclusion programs; •reviews our stock ownership guidelines for directors and the executive leadership team; •oversees 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; •reviews and approves annual performance objectives and goals relevant to our executive officers; •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 is also authorized to review and approve equity-based compensation grants to our non-executive officer employees and consultants; however, equity grants to our non-executive officer employees are generally approved by a Management Committee for Employee Equity Awards appointed by the Board, currently consisting of our Chief Executive Officer and Chief People Officer & Executive Vice President, Employee Experience, within parameters established by the Executive Compensation Committee. See the section titled “Granting Guidelines for Equity Compensation” under “Compensation Discussion and Analysis” for additional information. The Chief Executive Officer is also authorized, in his capacity as a member of the Board, to approve the assumption of outstanding equity awards in 18| Adobe Inc. acquisitions, new hire and retention restricted stock unit grants to non-executive officer employees and restricted stock unit grants to consultants. 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. 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 2021. No members were formerly officers of Adobe or had any relationship otherwise requiring disclosure hereunder. During fiscal year 2021, 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 Pursuant to its written charter, the Governance and Sustainability 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 Governance and Sustainability 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 2021, 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 $120,000 and in which any related person had or will have a direct or indirect material interest. As is the case with most multinational corporations, from time to time in the ordinary course of business, we engage in arms-length transactions with companies in which members of the Board or our executive team have professional relationships. |
Name | Board | Audit | Executive Compensation | Governance and Sustainability | |||||||||||||||||||||||||
Number of meetings held in fiscal year 2021 | 8 | 8 | 7 | 4 |
Name | Fees Earned or Paid in Cash(1)(2)(3) ($) | Stock Awards(4)(5)(6) ($) | Option Awards ($) | Total ($) | ||||||||
Charles M. Geschke | 68,333 | 262,617 | — | 330,950 | ||||||||
John E. Warnock | 68,333 | 262,617 | — | 330,950 | ||||||||
Amy L. Banse | 75,000 | 262,617 | — | 337,617 | ||||||||
Edward W. Barnholt | 90,000 | 262,617 | — | 352,617 | ||||||||
Robert K. Burgess | 80,000 | 262,617 | — | 342,617 | ||||||||
Frank A. Calderoni | 100,000 | 262,617 | — | 362,617 | ||||||||
James E. Daley | 120,555 | 262,617 | — | 383,172 | ||||||||
Laura B. Desmond | 82,500 | 262,617 | — | 345,117 | ||||||||
Daniel L. Rosensweig | 97,500 | 262,617 | — | 360,117 |
Name | Fees Earned or Paid in Cash(2)(3) ($) | Stock Awards(4)(5) ($) | Total ($) | |||||||||||||||||||||||
John Warnock | 60,000 | 316,239 | 376,239 | |||||||||||||||||||||||
Amy Banse | 100,000 | 316,239 | 416,239 | |||||||||||||||||||||||
Melanie Boulden | 75,000 | 316,239 | 391,239 | |||||||||||||||||||||||
Frank Calderoni | 130,000 | 316,239 | 446,239 | |||||||||||||||||||||||
James Daley (1) | 80,000 | 316,239 | 396,239 | |||||||||||||||||||||||
Laura Desmond | 75,000 | 316,239 | 391,239 | |||||||||||||||||||||||
Kathleen Oberg | 110,000 | 316,239 | 426,239 | |||||||||||||||||||||||
Dheeraj Pandey | 80,000 | 316,239 | 396,239 | |||||||||||||||||||||||
David Ricks | 75,000 | 316,239 | 391,239 | |||||||||||||||||||||||
Daniel Rosensweig | 80,000 | 316,239 | 396,239 |
Name | Annual Board Retainers ($) | Audit Committee Fees ($) | Executive Compensation Committee Fees ($) | Nominating and Governance Committee Fees ($) | Total ($) | ||||||||||
Dr. Geschke | 68,333 | * | — | — | — | 68,333 | |||||||||
Dr. Warnock | 68,333 | * | — | — | — | 68,333 | |||||||||
Ms. Banse | 60,000 | — | 15,000 | — | 75,000 | ||||||||||
Mr. Barnholt | 60,000 | — | 15,000 | 15,000 | 90,000 | ||||||||||
Mr. Burgess | 60,000 | 20,000 | — | — | 80,000 | ||||||||||
Mr. Calderoni | 60,000 | 40,000 | — | — | 100,000 | ||||||||||
Mr. Daley | 93,055 | ** | 20,000 | — | 7,500 | 120,555 | |||||||||
Ms. Desmond | 60,000 | — | 15,000 | 7,500 | 82,500 | ||||||||||
Mr. Rosensweig | 60,000 | — | 30,000 | 7,500 | 97,500 |
Committee | Chair ($) | Members ($) | ||||||||||||
Audit | 40,000 | 20,000 | ||||||||||||
Executive Compensation | 30,000 | 15,000 | ||||||||||||
Governance and Sustainability | 20,000 | 10,000 |
Committee | Chair ($) | Members ($) | |||
Audit | 40,000 | 20,000 | |||
Executive Compensation | 30,000 | 15,000 | |||
Nominating and Governance | 15,000 | 7,500 |
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 and Chief Executive Officer (“CEO”) | ||||
Daniel Durn | Executive Vice President and Chief Financial Officer | ||||
John Murphy | Former Executive Vice President and Chief Financial Officer | ||||
Anil Chakravarthy | President, Digital Experience Business | ||||
David Wadhwani | President, Digital Media Business | ||||
Abhay Parasnis | Executive Vice President, Chief Technology Officer and Chief Product Officer, Document Cloud |
Peer Group for Fiscal Year 2021 | ||||||||
Activision Blizzard, Inc. | Autodesk, Inc. | Booking Holdings Inc. | ||||||
eBay Inc. | Electronic Arts Inc. | Intuit Inc. | ||||||
Netflix, Inc. | NVIDIA Corporation | Oracle Corporation | ||||||
PayPal Holdings, Inc. | salesforce.com, inc. | SAP SE | ||||||
ServiceNow, Inc. | VMware, Inc. |
What we do | What we don’t do | |||||||||||||
ü | Pay for Performance. Our executives’ total compensation is designed to pay for performance and is comprised of elements that address both short-term and long-term financial performance. | û | Our Insider Trading Policy, which applies to all employees, officers and directors, prohibits transactions involving pledging, hedging or short sales of Adobe equity. | |||||||||||
ü | Independent Compensation Consultant. Our Compensation Committee engages its own independent compensation consultant to advise on executive and non-employee director compensation matters. | û | We do not provide golden parachute excise tax other than gross-up payments. | |||||||||||
ü | Annual Compensation Peer Group Review. Our Compensation Committee reviews the composition of our compensation peer group annually and makes adjustments to the composition of that peer group, if deemed appropriate. | û | We do not provide defined benefit pension plans, supplemental executive retirement plans or retiree health benefits. | |||||||||||
ü | Annual Say-on-Pay Vote. We conduct an annual advisory vote on the compensation of our named executive officers (“NEOs”). | û | Our equity plans do not include an evergreen feature that would automatically replenish the shares available for issuance. | |||||||||||
ü | Fully Independent Compensation Committee. Our Compensation Committee is comprised of 100% independent directors. | |||||||||||||
ü | Clawback Policy. We have a clawback policy for performance-based incentive compensation of our executive officers. | |||||||||||||
ü | Robust Stock Ownership Guidelines. We have robust stock ownership requirements for our directors and officers at the senior vice president level and above. |
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 | 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 ($) | |||
Shantanu Narayen | 1,000,000 | 1,000,000 | |||
Mark Garrett | 700,000 | 725,000 | |||
Bryan Lamkin | 575,000 | 600,000 | |||
Bradley Rencher | 575,000 | 600,000 | |||
Matthew Thompson | 675,000 | 700,000 |
Name | 2021 Salary ($) | 2020 Salary ($) | |||||||||
Shantanu Narayen | $ | 1,000,000 | $ | 1,000,000 | |||||||
Daniel Durn (1) | 850,000 | — | |||||||||
John Murphy | 650,000 | 650,000 | |||||||||
Anil Chakravarthy | 750,000 | 725,000 | |||||||||
David Wadhwani (1) | 750,000 | — | |||||||||
Abhay Parasnis | 675,000 | 650,000 |
Executive Officer | Individual Performance Goals | |||||||
John Murphy (1) | ||||||||
Anil Chakravarthy | Drive | |||||||
David Wadhwani | Define company-wide Digital Media strategy; transform operating cadence to improve execution across functions; implement scalable product-led growth model; and | |||||||
Abhay Parasnis | Execute key strategies and | |||||||
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) | |||||
Shantanu Narayen | 100% | x | 76.5% | = | 76.5% | 72.675% | 74.5875% | |||
Mark Garrett | 100% | x | 76.5% | = | 76.5% | 72.675% | 74.5875% | |||
Bryan Lamkin | 100% | x | 76.5% | = | 76.5% | 72.675% | 74.5875% | |||
Bradley Rencher | 80% | x | 76.5% | = | 61.2% | 72.675% | 66.9375% | |||
Matthew Thompson | 80% | x | 76.5% | = | 61.2% | 72.675% | 66.9375% |
Name | Individual Performance Result | Corporate Performance Result | Actual Award Payout (% of Target Award) | |||||||||||||||||
Shantanu Narayen | 100% | x | 109% | = | 109% | |||||||||||||||
Daniel Durn | 100% | x | 109% | ‘= | 109% | |||||||||||||||
Anil Chakravarthy | 100% | x | 109% | = | 109% | |||||||||||||||
David Wadhwani | 100% | x | 109% | = | 109% | |||||||||||||||
Abhay Parasnis | 100% | x | 109% | = | 109% | |||||||||||||||
Fiscal Year 2017 Executive Bonus Plan Cash Incentives | |||||||||||||
Name | Salary(1) ($) | Target Cash Incentive (%) | Target Cash Incentive(2) ($) | Actual Payout (%) | Actual Cash Incentive Earned ($) | ||||||||
Shantanu Narayen | 1,000,000 | 150 | 1,500,000 | 74.5875 | 1,118,813 | ||||||||
Mark Garrett | 725,000 | 100 | 725,000 | 74.5875 | 540,759 | ||||||||
Bryan Lamkin | 600,000 | 100 | 600,000 | 74.5875 | 447,525 | ||||||||
Bradley Rencher | 600,000 | 100 | 600,000 | 66.9375 | 401,625 | ||||||||
Matthew Thompson | 700,000 | 100 | 700,000 | 66.9375 | 468,563 |
Name | Weighted Base Salary(1) ($) | Target Cash Incentive (%) | Target Cash Incentive ($) | Actual Award Payout (%) | Actual Cash Incentive Earned ($) | |||||||||||||||||||||||||||||||||
Shantanu Narayen | $ | 1,000,000 | 200 | % | $ | 2,000,000 | 109.0 | % | $ | 2,180,000 | ||||||||||||||||||||||||||||
Daniel Durn | 107,682 | 100 | % | 107,682 | 109.0 | % | 117,373 | |||||||||||||||||||||||||||||||
Anil Chakravarthy | 745,148 | 100 | % | 745,148 | 109.0 | % | 812,212 | |||||||||||||||||||||||||||||||
David Wadhwani | 349,730 | 100 | % | 349,730 | 109.0 | % | 381,206 | |||||||||||||||||||||||||||||||
Abhay Parasnis | 670,148 | 100 | % | 670,148 | 109.0 | % | 730,462 |
Type of Equity (Allocation Percentage)(1) | Description | Objectives/Dilutive Effect | Vesting | |||||||||||||||||
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 |
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 |
Performance Share Program(1) | ||||||||||||||||||||||||||||||||
Name | Total Target Value of Equity Award ($)(2) | Target Award (#) | Maximum Award (#) | RSU Award (#) | ||||||||||||||||||||||||||||
Shantanu Narayen | $ | 32,500,000 | 48,789 | 97,578 | 20,910 | |||||||||||||||||||||||||||
Daniel Durn (3) | 30,000,000 | — | — | 46,039 | ||||||||||||||||||||||||||||
John Murphy (4) | 6,500,000 | 6,970 | 13,940 | 6,970 | ||||||||||||||||||||||||||||
Anil Chakravarthy | 9,000,000 | 9,651 | 19,302 | 9,651 | ||||||||||||||||||||||||||||
David Wadhwani (5) | 15,000,000 | — | — | 30,925 | ||||||||||||||||||||||||||||
Abhay Parasnis | 7,000,000 | 7,506 | 15,012 | 7,506 |
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 |
Company Percentile Rank as Compared to Index Companies | Shares of Stock That May Be Earned as a Percentage of Target Shares (“Percentage Payout”) | |||||||
Below 25th (1) | 0% | |||||||
25th | 38% | |||||||
35th | 63% | |||||||
50th | 100% | (2) | ||||||
75th | 163% | |||||||
90th | 200% | (3) | ||||||
100th | 200% |
Name (1) | Target Award (#) | Maximum Award (#) | Actual Achievement (%) | Shares Awarded (#) | ||||||||||||||||||||||||||||
Shantanu Narayen (2) | 92,807 | 185,614 | 168 | % | 155,915 | |||||||||||||||||||||||||||
John Murphy (3) | 12,375 | 24,750 | — | % | — | |||||||||||||||||||||||||||
Abhay Parasnis | 12,375 | 24,750 | 168 | % | 20,790 | |||||||||||||||||||||||||||
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 (1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||||||||
Shantanu Narayen | 2021 | $ | 1,019,231 | $ | — | $ | 32,499,671 | $ | 2,180,000 | $ | 429,823 | $ | 36,128,725 | ||||||||||||||||||||||||||||||||||||||||
Chairman and Chief Executive Officer | 2020 | 1,000,000 | — | 42,582,476 | 2,094,000 | 213,478 | 45,889,954 | ||||||||||||||||||||||||||||||||||||||||||||||
2019 | 1,000,000 | — | 37,025,873 | 950,000 | 169,758 | 39,145,631 | |||||||||||||||||||||||||||||||||||||||||||||||
Daniel Durn (5) | 2021 | 114,423 | 3,100,000 | (9) | 28,674,470 | 117,373 | 788 | 32,007,054 | |||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer | |||||||||||||||||||||||||||||||||||||||||||||||||||||
John Murphy | 2021 | 607,500 | 664,950 | (8) | 6,528,520 | — | 9,528 | 7,810,498 | |||||||||||||||||||||||||||||||||||||||||||||
Former Executive Vice President and Chief Financial Officer | 2020 | 638,462 | — | 8,577,610 | 668,038 | 9,378 | 9,893,488 | ||||||||||||||||||||||||||||||||||||||||||||||
2019 | 575,000 | — | 6,604,661 | 273,125 | 9,205 | 7,461,991 | |||||||||||||||||||||||||||||||||||||||||||||||
Anil Chakravarthy (6) | 2021 | 759,615 | — | 9,039,706 | 812,212 | 9,528 | 10,621,061 | ||||||||||||||||||||||||||||||||||||||||||||||
President, Digital Experience Business | 2020 | 641,346 | 3,000,000 | 18,442,255 | 675,660 | 9,283 | 22,768,544 | ||||||||||||||||||||||||||||||||||||||||||||||
David Wadhwani (7) | 2021 | 360,577 | 1,666,667 | (9) | 17,223,679 | 381,206 | 9,070 | 19,641,199 | |||||||||||||||||||||||||||||||||||||||||||||
President, Digital Media Business | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Abhay Parasnis | 2021 | 683,173 | — | 7,030,570 | 730,462 | 9,228 | 8,453,433 | ||||||||||||||||||||||||||||||||||||||||||||||
Executive Vice President, Chief Technology Officer, and Chief Product Officer, Document Cloud | 2020 | 642,307 | — | 8,577,610 | 672,209 | 9,065 | 9,901,191 | ||||||||||||||||||||||||||||||||||||||||||||||
2019 | 600,000 | — | 6,604,661 | 285,000 | 8,745 | 7,498,406 | |||||||||||||||||||||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | |||||||||||
Shantanu Narayen | 2017 | 1,000,000 | 19,762,949 | 1,118,813 | 52,271 | 21,934,033 | |||||||||||
Chairman, President and Chief Executive Officer | 2016 | 1,010,260 | 17,629,781 | 1,342,500 | 52,793 | 20,035,334 | |||||||||||
2015 | 995,404 | 15,851,410 | 1,418,450 | 91,922 | 18,357,186 | ||||||||||||
Mark Garrett | 2017 | 720,192 | 6,039,583 | 540,759 | 14,619 | 7,315,153 | |||||||||||
Executive Vice President and Chief Financial Officer | 2016 | 698,977 | 4,897,611 | 609,000 | 14,433 | 6,220,021 | |||||||||||
2015 | 647,013 | 4,804,304 | 614,662 | 14,514 | 6,080,493 | ||||||||||||
Bryan Lamkin (4) | 2017 | 595,192 | 6,039,583 | 447,525 | 8,619 | 7,090,919 | |||||||||||
Executive Vice President and GM, Digital Media | 2016 | 568,590 | 4,652,866 | 500,250 | 8,406 | 5,730,112 | |||||||||||
Bradley Rencher | 2017 | 595,192 | 6,039,583 | 401,625 | 8,211 | 7,044,611 | |||||||||||
Executive Vice President and GM, Experience Cloud | 2016 | 573,514 | 4,652,866 | 500,250 | 8,084 | 5,734,714 | |||||||||||
2015 | 527,564 | 3,603,228 | 476,126 | 8,106 | 4,615,024 | ||||||||||||
Matthew Thompson | 2017 | 695,192 | 6,588,425 | 468,563 | 56,154 | 7,808,334 | |||||||||||
Executive Vice President, Worldwide Field Operations | 2016 | 673,720 | 5,142,357 | 587,250 | 51,023 | 6,454,350 | |||||||||||
2015 | 622,127 | 4,804,304 | 591,021 | 90,257 | 6,107,709 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shantanu Narayen | — | $ | — | $ | 2,000,000 | $ | 4,000,000 | — | — | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | 18,540 | 48,789 | 97,578 | — | 22,600,041 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | — | — | — | 20,910 | 9,899,630 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel Durn | — | — | 107,682 | 215,364 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
10/18/2021 | — | — | — | — | — | — | 46,039 | 28,674,470 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John Murphy | — | — | 650,000 | 1,300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | 2,649 | 6,970 | 13,940 | — | 3,228,643 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | — | — | — | 6,970 | 3,299,877 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anil Chakravarthy | — | — | 745,148 | 1,490,296 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | 3,667 | 9,651 | 19,302 | — | 4,470,536 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | — | — | — | 9,651 | 4,569,169 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
David Wadhwani | — | 349,730 | 699,460 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
6/14/2021 | — | — | — | — | — | — | 30,925 | 17,223,679 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Abhay Parasnis | — | — | 670,148 | 1,340,296 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | 2,852 | 7,506 | 15,012 | — | 3,476,929 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/25/2021 | — | — | — | — | — | — | 7,506 | 3,553,641 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units(3) (#) | Awards(4) ($) | |||||||||||||||
Shantanu Narayen | — | — | 1,500,000 | 3,000,000 | — | — | — | — | — | |||||||||||||||
1/24/2017 | — | — | — | 32,292 | 84,980 | 169,960 | — | 10,099,023 | (5) | |||||||||||||||
1/24/2017 | — | — | — | — | — | — | 84,980 | 9,663,926 | ||||||||||||||||
Mark Garrett | — | — | 725,000 | 1,450,000 | — | — | — | — | — | |||||||||||||||
1/24/2017 | — | — | — | 9,869 | 25,970 | 51,940 | — | 3,086,275 | (5) | |||||||||||||||
1/24/2017 | — | — | — | — | — | — | 25,970 | 2,953,308 | ||||||||||||||||
Bryan Lamkin | — | — | 600,000 | 1,200,000 | — | — | — | — | — | |||||||||||||||
1/24/2017 | — | — | — | 9,869 | 25,970 | 51,940 | — | 3,086,275 | (5) | |||||||||||||||
1/24/2017 | — | — | — | — | — | — | 25,970 | 2,953,308 | ||||||||||||||||
Bradley Rencher | — | — | 600,000 | 1,200,000 | — | — | — | — | — | |||||||||||||||
1/24/2017 | — | — | — | 9,869 | 25,970 | 51,940 | — | 3,086,275 | (5) | |||||||||||||||
1/24/2017 | — | — | — | — | — | — | 25,970 | 2,953,308 | ||||||||||||||||
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 |
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 | 12,890 | (1) | $ | 7,947,072 | — | $ | — | ||||||||||||||||||||||
— | — | 123,742 | (2) | 76,290,655 | |||||||||||||||||||||||||
— | — | 61,872 | (2) | 38,145,944 | |||||||||||||||||||||||||
15,810 | (3) | 9,747,339 | — | — | |||||||||||||||||||||||||
— | — | 131,158 | (4) | 80,862,842 | |||||||||||||||||||||||||
20,910 | (5) | 12,891,642 | — | — | |||||||||||||||||||||||||
— | — | 97,578 | (6) | 60,159,764 | |||||||||||||||||||||||||
Daniel Durn | 46,039 | (7) | 28,384,425 | — | — | ||||||||||||||||||||||||
Anil Chakravarthy | 22,038 | (8) | 13,587,088 | — | 0 | ||||||||||||||||||||||||
— | — | 28,826 | (4) | 17,772,094 | |||||||||||||||||||||||||
9,651 | (5) | 5,950,131 | — | — | |||||||||||||||||||||||||
— | — | 19,302 | (6) | 11,900,262 | |||||||||||||||||||||||||
David Wadhwani | 30,925 | (9) | 19,066,190 | — | — | ||||||||||||||||||||||||
Abhay Parasnis | 3,868 | (1) | 2,384,738 | — | 0 | ||||||||||||||||||||||||
— | — | 24,750 | (2) | 15,259,118 | |||||||||||||||||||||||||
5,676 | (3) | 3,499,424 | — | — | |||||||||||||||||||||||||
— | — | 20,180 | (4) | 12,441,575 | |||||||||||||||||||||||||
7,506 | (5) | 4,627,674 | — | — | |||||||||||||||||||||||||
— | — | 15,012 | (6) | 9,255,348 | |||||||||||||||||||||||||
(1) RSUs granted pursuant to our 2003 Equity Incentive Plan (the “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. |
(3) RSUs granted pursuant to our 2019 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, 2024. (4) These amounts represent the maximum number of shares that could be earned under our 2020 Performance Share Program. The performance period will end at the end of fiscal year 2022, and the certification will be completed thereafter. The awards will fully vest as of the later of January 24, 2023 or the certification date. 2022 Proxy Statement |51 (5) RSUs granted pursuant to our 2019 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, 2025. (6) These amounts represent the maximum number of shares that could be earned under our 2021 Performance Share Program. The performance period will end at the end of fiscal year 2023, and the certification will be completed thereafter. The awards will fully vest as of the later of January 24, 2024 or the certification date. (7) RSUs granted pursuant to our 2019 Plan. Three-year vesting with quarterly vesting from the vesting commencement date. RSUs fully vest on November 15, 2024. (8) RSUs granted pursuant to our 2019 Plan. Three-year vesting with 1/3 vesting on each anniversary of the grant date. RSUs fully vest on January 9, 2023. (9) RSUs granted pursuant to our 2019 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 June 14, 2025. |
Stock Awards | ||||||||||||||||||||||||||
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||||||||
Shantanu Narayen | 165,746 | $ | 79,899,976 | |||||||||||||||||||||||
Daniel Durn (1) | — | — | ||||||||||||||||||||||||
John Murphy | 27,935 | 13,717,233 | ||||||||||||||||||||||||
Anil Chakravarthy | 11,018 | 5,344,832 | ||||||||||||||||||||||||
David Wadhwani (1) | — | — | ||||||||||||||||||||||||
Abhay Parasnis | 43,300 | 20,973,111 |
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(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Aggregate balance at November 27, 2020 ($) | Executive contributions in fiscal 2021 ($) | Registrant contributions in fiscal 2021 ($) | Aggregate earnings fiscal 2021 ($) | Aggregate withdrawals/distributions in fiscal 2021 ($) | Aggregate balance at December 3, 2021 ($) | ||||||||||||||||||||||||||||||||||||||||||||
Shantanu Narayen | $ | 6,817,113 | $ | 2,000,748 | $ | — | $ | 1,121,012 | $ | — | $ | 9,938,873 | ||||||||||||||||||||||||||||||||||||||
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 ($) | Aggregate balance at December 1, 2017 ($) | ||||||||||||||||||
Shantanu Narayen | $ | 1,495,950 | $ | — | $ | — | $ | 241,719 | $ | — | $ | 1,737,669 |
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) | $ | — | $ | — | $ | 94,199,002 | $ | 16,330,029 | $ | — | $ | 110,529,031 | ||||||||||||||||||||||||||||||||
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 | 127,729,603 | 30,586,054 | 29,886 | 169,345,543 | ||||||||||||||||||||||||||||||||||||||
COC Only (continued employment)(8) | — | — | 127,729,603 | 30,586,054 | — | 158,315,657 | ||||||||||||||||||||||||||||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 127,729,603 | 30,586,054 | — | 158,315,657 | ||||||||||||||||||||||||||||||||||||||
Daniel Durn | ||||||||||||||||||||||||||||||||||||||||||||
Death/Disability(6) | — | — | — | 9,461,270 | — | 9,461,270 | ||||||||||||||||||||||||||||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 107,682 | 3,400,000 | — | 28,384,427 | 42,510 | 31,934,619 | ||||||||||||||||||||||||||||||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | — | 28,384,427 | — | 28,384,427 | ||||||||||||||||||||||||||||||||||||||
Anil Chakravarthy | ||||||||||||||||||||||||||||||||||||||||||||
Death/Disability(6) | — | — | 7,907,614 | 9,396,535 | — | 17,304,149 | ||||||||||||||||||||||||||||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 745,148 | 3,000,000 | (10) | 14,836,178 | 19,537,223 | 42,510 | 38,161,059 | |||||||||||||||||||||||||||||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 14,836,178 | 19,537,223 | — | 34,373,401 |
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) ($) | Total (5) ($) | ||||||||||||||||||||||||||||||||||||||
David Wadhwani | ||||||||||||||||||||||||||||||||||||||||||||
Death/Disability(6) | — | — | — | 5,958,146 | — | 5,958,146 | ||||||||||||||||||||||||||||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 349,730 | 2,975,869 | (11) | — | 19,066,186 | 42,510 | 22,434,295 | |||||||||||||||||||||||||||||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | — | 19,066,186 | — | 19,066,186 | ||||||||||||||||||||||||||||||||||||||
Abhay Parasnis | ||||||||||||||||||||||||||||||||||||||||||||
Death/Disability(6) | — | — | 13,319,514 | 5,487,734 | — | 18,807,248 | ||||||||||||||||||||||||||||||||||||||
Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Involuntary Termination/Resignation for Good Reason upon COC(7) | 670,148 | 2,700,000 | 18,478,021 | 10,511,839 | 42,510 | 32,402,518 | ||||||||||||||||||||||||||||||||||||||
COC Only (continued employment)(8) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
COC Only/Equity Not Assumed or Substituted(9) | — | — | 18,478,021 | 10,511,839 | — | 28,989,860 | ||||||||||||||||||||||||||||||||||||||
(1) This amount represents the fiscal year 2021 target annual cash incentive opportunity under the Executive Incentive Plan. The cash incentive opportunity amount is pro-rated for the elapsed time in the current incentive period, assuming that all performance targets have been met; therefore, the amount reported is 100% of the target annual cash incentive opportunity. Actual fiscal year 2021 bonuses earned by each NEO are reported in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table.” |
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 | 7,117,831 | (3) | — | 49,464,088 | (4) | ||||||||||||||||||
Equity compensation plans not approved by Adobe’s stockholders(5) | 32,229 | $70.87 | — | ||||||||||||||||||||
Total | 7,150,060 | $70.87 | 49,464,088 |
Acquisition | |||||
December 20, 2012 | |||||
July 22, 2013 | |||||
September 22, 2014 | |||||
December 19, 2016 | |||||
Name of Beneficial Owner(1) | Amount and Nature of Beneficial Ownership(2)(3) | Percent of Class(4) | ||||||||||||||||||
The Vanguard Group | 38,433,923 | (5) | 8.13% | |||||||||||||||||
100 Vanguard Blvd. Malvern, PA 19355 | ||||||||||||||||||||
BlackRock, Inc. | 37,526,571 | (6) | 7.94% | |||||||||||||||||
55 East 52nd Street New York, NY 10055 | ||||||||||||||||||||
FMR LLC | 24,247,693 | (7) | 5.13% | |||||||||||||||||
245 Summer Street Boston, MA 02210 | ||||||||||||||||||||
Shantanu Narayen | 415,405.754 | (8) | * | |||||||||||||||||
Daniel Durn | 1,935 | * | ||||||||||||||||||
John Murphy | 20,975.0647 | * | ||||||||||||||||||
Anil Chakravarthy | 12,413.8427 | * | ||||||||||||||||||
David Wadhwani | 355 | (9) | * | |||||||||||||||||
Abhay Parasnis | 45,363.754 | * | ||||||||||||||||||
Amy Banse | 32,027 | (10) | * | |||||||||||||||||
Brett Biggs | 337 | (11) | * | |||||||||||||||||
Melanie Boulden | 924 | (12) | * | |||||||||||||||||
Frank Calderoni | 29,676 | (13) | * | |||||||||||||||||
Laura Desmond | 29,594 | (14) | * | |||||||||||||||||
Spencer Neumann | 247 | (15) | * | |||||||||||||||||
Kathleen Oberg | 2,209 | (16) | * | |||||||||||||||||
Dheeraj Pandey | 2,879 | (17) | * | |||||||||||||||||
David Ricks | 3,939 | (18) | * | |||||||||||||||||
Daniel Rosensweig | 16,893 | (19) | * | |||||||||||||||||
John Warnock | 430,277 | (20) | * | |||||||||||||||||
All directors and current executive officers as a group (20 persons) | 1,070,813.6353 | (21) | * |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL NOMINEES | |||||||||||||||
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 2021 | Fiscal 2020 | |||||||||||||||
Audit Fees | $ | 7,389,245 | $ | 6,845,189 | |||||||||||||
Audit-Related Fees | 627,055 | 499,874 | |||||||||||||||
Tax Fees | 778,100 | 696,952 | |||||||||||||||
All Other Fees | 20,010 | — | |||||||||||||||
Total | $ | 8,814,410 | $ | 8,042,015 |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THIS PROPOSAL | |||||||||||||||
Date & Time | Location | Record Date | ||||||
Thursday, April 14, 2022 9:00am Pacific Time | Virtual virtualshareholdermeeting.com/ADBE2022 | Close of business on February 15, 2022 |
Year Ended | ||||||||||||||
December 3, 2021 | November 27, 2020 | |||||||||||||
Operating income: | ||||||||||||||
GAAP operating income | $ | 5,802 | $ | 4,237 | ||||||||||
Stock-based and deferred compensation expense | 1,107 | 924 | ||||||||||||
Amortization of intangibles | 350 | 360 | ||||||||||||
Non-GAAP operating income | $ | 7,259 | $ | 5,521 | ||||||||||
Earnings per share: | ||||||||||||||
GAAP diluted earnings per share | $ | 10.02 | $ | 10.83 | ||||||||||
Stock-based and deferred compensation expense | 2.30 | 1.90 | ||||||||||||
Amortization of intangibles | 0.73 | 0.74 | ||||||||||||
Investment (gains) losses, net | (0.03) | (0.03) | ||||||||||||
Income tax adjustments | (0.54) | (3.34) | ||||||||||||
Non-GAAP diluted earnings per share | $ | 12.48 | $ | 10.10 | ||||||||||
Shares used in computing diluted earnings per share | 481 | 485 |
YOU CAN VOTE OVER THE INTERNET OR BY TELEPHONE QUICK * EASY * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS A WEEK | ||||||||
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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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1. | Election of the | For | Against | Abstain | For | Against | Abstain | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1a. | Amy Banse | o | o | o | 2. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
o | o | o | 3. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1d. | Frank Calderoni | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1e. | Laura Desmond | o | o | o | NOTE: Such other business as may properly come before the meeting or any adjourment or postponement thereof. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1f. | Shantanu Narayen | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1g. | Spencer Neumann | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1h. | Kathleen Oberg | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1i. | Dheeraj Pandey | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1j. | David Ricks | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1k. | Daniel Rosensweig | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1l. | 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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
D31966-P49170 |
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 | ||
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) | ||