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032023-12-01000079634342022-12-032023-12-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _)
Filed by the Registrant x
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Check the appropriate box:
¨
Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
Definitive Proxy Statement
¨
Definitive Additional Materials
¨
Soliciting Material under §240.14a-12
Adobe Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
xNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.










proxy cover.jpg


Wednesday, April 17, 2024
9:00 a.m. Pacific Time
virtualshareholdermeeting.com/ADBE2024









Adobe_Wordmark_RED.jpg



HEADER.jpg

To our stockholders, customers, employees and partners,
Over the past four decades, Adobe has consistently expanded its aspirations in executing its vision to deliver transformational technologies that propel the industry and the company forward. Our innovations have shaped every era—from the web and mobile to cloud computing and artificial intelligence (AI)—extending our product line to serve a growing universe of customers and drive revenue growth. Today, Adobe's mission to change the world through personalized digital experiences is more critical than ever as digital continues to rapidly transform work, life and play. Adobe Creative Cloud, Document Cloud and Experience Cloud are vital to the success of creators, communicators, students and entrepreneurs and mission-critical to businesses of all sizes. Our 29,000+ employees take pride in the tremendous impact we are driving across creativity, productivity and digital experiences while being one of the most inventive, diversified and profitable technology companies in the world. 
A MOMENTOUS 2023
Fiscal year 2023 was another record year for Adobe, achieving $19.41 billion in revenue, which represents 10% year-over-year growth, and marking our first-ever $5-billion revenue quarter in Q4. GAAP diluted earnings per share was $11.82, representing 17% year-over-year growth. We achieved Digital Media revenue of $14.22 billion, which represents 11% year-over-year growth. Digital Experience segment revenue was $4.89 billion, representing 11% year-over-year growth. We exited the year with $17.22 billion in remaining performance obligations.
In August, we lost our beloved co-founder John Warnock. Widely regarded as one of the greatest inventors of our generation, John’s brilliance and innovations changed the world, transforming how we communicate in words, images and videos. While we miss him tremendously, it gives me great comfort knowing how proud John was of all of the innovation Adobe continues to deliver across our three clouds to delight customers.
Digital Media
Digital content creation and consumption are exploding across every creative category, customer segment and media type. Adobe Creative Cloud has always focused on unleashing creativity for all and this past year we reached more creators than ever through the power of AI. The launch of the Adobe Firefly family of creative generative AI models and their integrations across Creative Cloud drove tremendous customer excitement with over 4.5 billion generations since launch, making Firefly the most popular AI image generation model designed for safe commercial use. Our rapid pace of product and AI model innovation is empowering a wide and growing base of individuals, students, creative professionals, small-business owners and enterprises to create and monetize amazing content more quickly and easily. Integrating these innovations natively into our flagship applications including Photoshop, Lightroom, Illustrator, Premiere Pro and After Effects is extending our leadership in core creative categories such as imaging, design, video, illustration, animation and 3D. Our all-new AI-first, all-in-one Adobe Express and Express for Enterprise creativity applications make it fast, easy and fun for any user to design and share standout content. The combination of Adobe Express and Firefly is enabling everyone from creative pros to beginners to quickly move from ideation to task-based workflows in Express, dramatically expanding our reach and widening our top of funnel. Our expanded community engagement and accelerating product-led growth motions are bringing tens of millions of users into our digital media ecosystem.
Digital documents are essential enablers of our personal and professional lives. Adobe Document Cloud is accelerating document productivity and automation across web, desktop and mobile by powering all common document actions including editing, sharing, reviewing, scanning and signing. Thirty years after the introduction of Acrobat, Acrobat Web continues to be an incredible source of customer acquisition, with monthly active users up over 70% year-over-year. PDF has become the de facto standard for the world's unstructured data and continues to transform the



world of digital documents, powering communication and productivity for billions of people every day. This year, we delivered a completely redesigned PDF viewing experience, making it easier than ever to discover and use Acrobat to manage PDFs and document workflows. We are making tremendous progress making PDF conversational as well as an authoring and collaboration surface through generative AI. PDF collaboration services like Adobe Sign and Share for Review are both increasing product use among existing users and creating a growth loop to bring new users into the Acrobat ecosystem. New workflows between Acrobat and Express allow users to easily import, edit and enhance documents to create visually stunning PDFs.
Digital Experience
Businesses of all sizes and industries around the world are increasingly relying on digital channels to engage and transact with customers. Adobe Experience Cloud is powering digital businesses and enabling them to drive profitable growth by improving customer acquisition, engagement, retention and operational efficiency. Experience Cloud offers a comprehensive portfolio of products that span the entire experience life cycle from marketing planning and workflows to data insights and audiences to content and commerce and customer journeys. Built natively on Adobe Experience platform, our Real-Time Customer Data Platform provides businesses with actionable customer profiles, leveraging data from online and off-line channels to deliver personalized experiences at scale. We launched Adobe Product Analytics which combines customer journey insights with product analytics to drive a new level of product-led growth and Adobe Mix Modeler arms marketers with an AI-powered, self-service solution to accurately measure campaigns across paid, owned and earned channels. With generative AI, we’re bringing content and data for every brand as never before through Adobe GenStudio, integrating high-velocity creative expression with the complex enterprise activation enabled by Adobe Workfront and Experience Manager to deliver a modern content supply chain and realize the promise of personalization at scale.
Accelerating Pace of Innovation
In fiscal year 2023, our teams delivered incredible innovations at an accelerated pace. We built on our decade-plus of AI leadership with a robust, multi-faceted generative AI strategy that focuses on all three layers of the technology stack: data, models and interfaces. Our rich data sets draw upon our investments across creativity, documents and customer experiences and enable us to train our AI models on high-quality assets which are designed to generate commercially viable, professional quality content. We are building foundation models in the categories where we have deep domain expertise, including imaging, vector, video, documents and marketing. We are bringing generative AI to life across our incredible array of industry-leading product interfaces to accelerate ideation, exploration, insights and
end-to-end production, delivering magic and productivity gains for a broader set of customers.
In October, we built on the success of our first Adobe Firefly model with the release of three new models—Firefly Image 2 model, Firefly Vector model and Firefly Design model—offering highly differentiated levels of control with Effects, Photo Settings and Generative Match. We also announced the Firefly Audio, Firefly Video and Firefly 3-D Models—to supercharge every creative workflow with additional power, precision, speed and ease. With these innovations, Adobe aims to have the most comprehensive set of generative AI models for creative content and to set new industry standards for output quality and user control through integrations across our industry-leading applications in Creative Cloud, Document Cloud and Experience Cloud. Across our portfolio, our people-centered approach to AI is making the world more creative, productive and personalized with AI assisting and amplifying human ingenuity.
Generative AI is fundamentally transforming how brands connect with their customers and reshaping every aspect of marketing. With AI, we are empowering companies across industries to anticipate and meet the expectations of their customers in a way that is more engaging and personalized to the individual while simultaneously driving growth and profitability. We debuted Adobe GenStudio to tackle one of the most complex and costly aspects of customer engagement: the content supply chain—the process of producing and delivering the content that fuels effective customer experiences. Adobe Firefly for Enterprise enables both creative teams and knowledge workers to confidently deploy commercially viable, AI-generated content. We are equipping brands to tackle their unprecedented content velocity needs through workflow automation by enabling them to train custom model extensions on their proprietary assets to generate branded content. We’re helping customers embed the power of Firefly into their own content creation and automation workflows though Firefly APIs. We’re marrying our generative AI advances with the innovations across our predictive Sensei AI framework to reimagine the work marketers do and how they do it. Sensei GenAI services bring customer data and content together at scale, applying generative AI to an organization’s data unified in Adobe Experience Platform to create hyper-personalized experiences that are campaign and channel specific. Conversational, natural language interfaces powered by Sensei GenAI services make it significantly easier for any marketer to derive insights from customer journey analytics and apply these insights in real time to optimize their campaigns.
Our multilateral approach to innovation, which underpins the enduring value and impact of technologies like PostScript, Photoshop and PDF, is an important differentiator in the era of generative AI. In addition to building foundational platforms, we are advancing collaboration with customers, partners and community



members and developing industry standards that drive broad impact across the digital ecosystem, adding value at multiple points in the marketplace. Our AI technologies are developed and implemented according to our AI ethics principles of accountability, responsibility and transparency. We continually enhance the AI ethics processes we built over the past decade to test our models for bias, harm and safety and train our models to avoid copyright issues and respect the concerns of our creative customers. We are driving global solutions and standards through industry-wide efforts such as the Content Authenticity Initiative which we founded in 2019 and technologies like Content Credentials, dedicated to building trust and transparency in digital content.
OUR MISSION AND PURPOSE
Purpose has guided our innovation and impact since our founding. We are committed to harnessing the best of Adobe—our people, platform, resources, creativity and innovation—to create positive change in the communities where we live and work. There are three key areas where we are uniquely positioned to make an impact: Adobe for All; Creativity for All; and Technology to Transform.
Adobe for All: Adobe’s purpose starts with our commitment to creating a workplace that reflects the diversity of the world around us, where everyone feels included, respected and empowered to make an impact. We maintained global gender pay parity and women represented 35.3% of our global employee base. We funded an additional $10 million through the Adobe Foundation across the Equity and Advancement Initiative cohort of 11 international and U.S. nonprofits to continue to foster racial and social justice worldwide, bringing our overall investment to over $30 million since 2021. Through the Adobe Foundation, we granted an additional $3 million to three Historically Black Colleges and Universities and Hispanic-Serving Institutions to address educational inequities, democratize digital and creative literacy as essential 21st century skills and to advance diversity in the technology and creative talent pipeline, bringing our total multi-year grants to these schools to $9 million. 
Creativity for All: As the creativity company, we are uniquely committed to Creativity for All: empowering millions of creators of all ages and backgrounds to access the tools, skills and platforms they need to express themselves, reach their full potential and share their diverse perspectives with the world. From supporting underrepresented creators by providing platforms to amplify their work and benefit from the mentorship of industry leaders through our Diverse Voices program, to the hundreds of creators we have supported financially through our Adobe Creative Residency program, we are enabling people around the world to tell their stories. For this year’s Creative Residency, we partnered with the Victoria and Albert Museum in London and the Museum of Modern Art in New York to offer $4.1 million in grants from the Adobe Foundation to enable creators from
underrepresented communities to work with some of the world’s most renowned institutions. With India Creative Clubs, we are working to advance creative learning for 96,000 children and youth without access to creative curriculum or tools, including students ages 10 to 25 in 10,000 villages across India.
Technology to Transform: We take the impact of our technology as seriously as the development of the technology itself. We are committed to advancing the responsible use of technology for the good of our customers, communities, and the environment and ensuring that our innovations are developed and deployed with accountability, responsibility and transparency. In addition to our work tackling misinformation and advocating for global standards and new AI legislation, we are advancing our longstanding commitments to sustainability and climate action, underscoring our commitment to meeting our operational electricity demand with 100% renewable electricity by 2025—a decade ahead of the original goal—through a mix of local and regional solar, wind and green tariffs. We are committed to meeting our net zero targets by 2050. We continued to optimize our AI architecture and minimize the amount of energy required for training and using generative AI by investing in code optimization, minimizing redundant steps, avoiding unnecessary content generation and implementing efficient scheduling and batching strategies. 
It’s been an exciting year at Adobe. I'm proud of how our employees around the world embrace our new company values to Create the Future, Own the Outcome, Raise the Bar and Be Genuine while living our purpose. Our strong culture, groundbreaking innovations and progressive workplace policies are helping us hire and retain the best talent in the industry and support our customers, partners and communities. Our employees drive our corporate giving, dedicating their time, donations and skills to maximizing our collective impact. In calendar year 2023, our employee donations and corporate grants and matches reached over $33 million and employees completed over 200,000 hours of volunteer time, supporting over 10,500 organizations worldwide.
We are proud to continue to be recognized for the strength of our brand, culture and industry leadership. Content Credentials and Adobe's approach to responsible AI were recognized by Fast Company as one of the year's breakthrough innovations. We were again named to the Dow Jones Sustainability Index, Glassdoor listed Adobe as one of the best places to work, The Wall Street Journal ranked Adobe in its top 20 best managed companies of 2023 and Interbrand ranked us in the top 20 Best Global Brands as a rising brand for the eighth year in a row.
LOOKING AHEAD
As we look to the decade ahead, Adobe continues to build on its strong foundation of transformative innovation,



category and brand leadership, financial performance and profitable growth. We’re accelerating our momentum, delivering Adobe Magic to an expanding set of global customers and executing on the massive market opportunity ahead. Adobe couldn’t be better positioned for 2024 and beyond.
Thank you for your continued partnership and support.
Sincerely,
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Shantanu Narayen
Chair & CEO
Adobe Inc.



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Notice of 2024 Annual Meeting of Stockholders
Date & Time:
Wednesday, April 17, 2024
9:00 a.m. Pacific Time
Location:
Virtual
virtualshareholdermeeting.com/ADBE2024
Record Date:
Close of business on
February 20, 2024
A list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our principal executive offices at 345 Park Avenue, San Jose, California 95110 for the ten days prior to the meeting for any purpose related to the meeting.
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.    
Approve the 2019 Equity Incentive Plan, as amended, to increase the available share reserve by 5 million shares.
FOR
3.    
Ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending on November 29, 2024.
FOR
4.
Approve, on an advisory basis, the compensation of our named executive officers.
FOR
5.
Vote on two stockholder proposals, if properly presented at the 2024 Annual Meeting.
AGAINST
Only stockholders of record at the close of business on February 20, 2024 are entitled to notice of, and to vote at, the 2024 Annual Meeting or any adjournment or postponement thereof.
You may attend the 2024 Annual Meeting by visiting virtualshareholdermeeting.com/ ADBE2024. There is no physical location for the 2024 Annual Meeting. For more information about the 2024 Annual Meeting, please see page 96 of the proxy.
Your vote is important. Please vote as soon as possible. You may vote your shares using the methods below.
Vote in Advance of the MeetingVote Online During the Meeting
:
Go to proxyvote.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 97 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,
DanaRao - Signature.jpg
Dana Rao
Executive Vice President, General Counsel &
Chief Trust Officer, and Secretary
March 1, 2024
San Jose, California





    







Special Note About Forward-Looking Statements
In addition to historical information, this proxy statement contains “forward-looking statements” within the meaning of applicable securities laws, including statements related to product development plans and new or enhanced offerings; our business, AI and innovation momentum; market opportunity and future growth; market and AI trends; strategic investments; industry positioning; customer acquisition and retention; and our environmental, social and governance goals, commitments and strategies. When used in this proxy statement, the words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement is based on information available to us as of the date of this proxy statement and involves risks, uncertainties and assumptions. Such risks and uncertainties, many of which relate to matters beyond our control, could cause actual results to differ materially and adversely from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” and elsewhere in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Adobe’s other filings with the U.S. Securities and Exchange Commission (“SEC”). Undue reliance should not be placed on the financial information set forth in this report, which reflects estimates based on information available at this time. Adobe assumes no obligation to, and does not currently intend to, update these forward-looking statements.
No Incorporation By Reference
This proxy statement includes several website addresses and references to additional materials and reports found on those websites. These websites, materials and reports are not incorporated by reference herein.



Table of Contents

Management Proposals
Stockholder Proposals
A-1
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Adobe_Wordmark_RED.jpg
Proxy
Statement
Summary

















The proxy materials, which include this proxy statement, proxy card, Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and our 2023 Annual Report on Form 10-K, are being distributed and made available on or about March 1, 2024. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the 2024 annual meeting of stockholders (“2024 Annual Meeting”). In this proxy statement, the terms “Adobe,” “we,” “our,” and “Company” refer to Adobe Inc. This summary does not contain all of the information you should consider. Please read this entire proxy statement carefully before voting.
2024 Proxy Statement 1

About Adobe
Changing the world through personalized digital experiences
Founded in 1982, Adobe is a global technology company with a mission to change the world through personalized digital experiences. For over four decades, Adobe’s innovations have transformed how individuals, teams, businesses, enterprises, institutions, and governments engage and interact across all types of media. Our products, services and solutions are used around the world to imagine, create, manage, deliver, measure, optimize and engage with content across surfaces and fuel digital experiences. We have a diverse user base that includes consumers, communicators, creative professionals, developers, students, small and medium businesses and enterprises. We are also empowering creators by putting the power of artificial intelligence (“AI”) in their hands, and doing so in ways we believe are responsible. Our products and services help unleash creativity, accelerate document productivity and power businesses in a digital world.
Fiscal Year 2023 Financial Highlights
Total Revenue ($B)
↑ 10% year-over-year growth
Digital Media Revenue ($B)
↑ 11% year-over-year growth
Digital Experience Revenue ($B)
↑ 11% year-over-year growth
2748779069952    1649267442189     1649267442218
GAAP Operating Income
Non-GAAP Operating Income(1)
Operating Cash Flows
$6.65B
$8.92B
$7.3B
GAAP Diluted EPS
Non-GAAP Diluted EPS(1)
Shares Repurchased
$11.82
$16.07
11.5M
________________________
(1)    See Annex A for a reconciliation of measures reported in accordance with generally accepted accounting principles in the United States (“GAAP”) to non-GAAP measures.
Five-Year Stockholder Return Comparison
The following graph shows the total return assuming equivalent investments on November 30, 2018 in our common stock and the S&P 500 Index, with reinvestment of dividends. For each reported year, our reported dates are the last trading dates of our fiscal year which ends on the Friday closest to November 30.
2748779069772
2    Adobe_Wordmark.jpg

Director Nominees
The following tables set forth the name, occupation, age, tenure, independence, committee assignments and attributes (as of March 1, 2024) for each of our twelve director nominees at the 2024 Annual Meeting. Each director is elected annually by our stockholders. See the section titled “Our Directors” for more information.
COMMITTEE MEMBERSHIPS(1)
Name
Occupation
Age
Director Since
Independent
Audit
Executive Compensation
Governance and Sustainability
Cristiano Amon
DIRECTOR
President and CEO, Qualcomm
53
Oct 2023
Yes
M
Amy Banse
DIRECTOR
Partner, Mosaic General Partnership (formerly Mastry, Inc.)
64
May 2012
YesCM
Brett Biggs
DIRECTOR
Former EVP and CFO, Walmart
55
Jan 2022
YesM
Melanie Boulden
DIRECTOR
Grp. President Prepared Foods & Chief Growth Officer, Tyson Foods
51
Oct 2020
YesM
Frank Calderoni
LEAD DIRECTOR
CEO, Velocity Global
66
May 2012
YesC
Laura Desmond
DIRECTOR
CEO, Smartly.io
58
May 2012
YesM
Shantanu Narayen
CHAIR
Chair and CEO, Adobe
60
Dec 2007
No
Spencer Neumann
DIRECTOR
CFO, Netflix
54
Jan 2022
YesM
Kathleen Oberg
DIRECTOR
CFO and EVP, Development, Marriott International
63
Jan 2019
YesCM
Dheeraj Pandey
DIRECTOR
Chair and CEO, DevRev
48
Jan 2019
YesM
David Ricks
DIRECTOR
Chair and CEO, Eli Lilly and Company
56
Apr 2018
YesM
Daniel Rosensweig
DIRECTOR
President, CEO, and Co-Chair, Chegg.com
62
Jan 2009
YesM
CChairMMember
________________________
(1)    If director nominees are elected by stockholders, committee composition immediately following the 2024 Annual Meeting will be unchanged.
Director Attributes
Average Age
57 years
Average Tenure
7.6 years
Independence
92%
Directors w/ Gender or Demographic Diversity
58%
2748779070783 2748779070786 2748779070788 2748779070789
12
directors
Executive Leadership
12
directors
Operations
4
directors
Sales, Marketing & Brand Management
12
directors
Global Leadership
11
directors
Finance or Accounting
3
directors
Technologist
12
directors
Business Development & Strategy
5
directors
Legal or Regulatory
9
directors
Public Company Board Service / Governance
Proxy Summary | 2024 Proxy Statement 3

Corporate Governance Highlights
Adobe is committed to excellence in corporate governance. We maintain numerous policies and practices that demonstrate our commitment, including those summarized below. See the section titled “Corporate Governance” for more information.
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 plus resignation policy 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
Any independent director may call for a meeting in executive session
Prohibition on transactions involving pledging, hedging or short sales of Adobe equity

Stockholder Engagement
Adobe has a history of actively engaging with our stockholders and regularly assessing our corporate governance, executive and director compensation, and sustainability practices. Our Investor Relations, Corporate Legal and environmental, social and governance (“ESG”) teams meet with investors, prospective investors and investment analysts. Meetings can include participation by our management team and, at times, our Lead Director and other members of our Board of Directors (the “Board”). Our heads of Investor Relations and Corporate Legal regularly communicate topics discussed and stockholder feedback to senior management and the Board for consideration in their decision-making.
In fiscal year 2023, we have sought meetings with stockholders that collectively hold greater than 40% of our outstanding shares. Topics that we discussed with stockholders include:
Business strategy
Financial performance
Executive compensation
The Content Authenticity Initiative and AI Ethics and responsible innovation
Human capital and talent
Diversity, equity and Inclusion programs
Board oversight of ESG matters
Renewable energy and sustainability
Board composition
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Executive Compensation Highlights
Say-On-Pay Results
At our 2023 annual meeting of stockholders (“2023 Annual Meeting”), approximately 88% of the votes cast approved, on an advisory basis, the fiscal year 2022 compensation for our named executive officers (“NEOs”).
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Compensation Practices
What we doWhat we don’t do
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Our NEOs’ total compensation is designed to pay for performance and is comprised of elements that address both short-term and long-term financial performance, with appropriate caps on maximum amounts payable.
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Our Insider Trading Policy, which applies to all employees, officers and directors, prohibits transactions involving pledging, hedging or short sales of Adobe equity.
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Our Executive Compensation Committee engages its own independent compensation consultant to advise on executive and non-employee director compensation matters.
ûWe do not provide golden parachute excise tax gross-up payments.
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Our Executive Compensation Committee reviews the composition of our compensation peer group annually and makes adjustments to that composition, if deemed appropriate.
ûWe do not provide defined benefit pension plans, supplemental executive retirement plans or retiree health benefits for our executive officers.
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We conduct an annual advisory vote on the compensation of our NEOs.
ûOur equity plans do not include an evergreen feature that would automatically replenish the shares available for issuance.
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Our Executive Compensation Committee is comprised 100% of independent directors and “non-employee directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”).
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We have clawback policies for performance-based incentive compensation of our executive officers.
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We have robust stock ownership requirements for executive officers and directors.
CEO and All Other NEOs’ Target Pay Mix for Fiscal Year 2023(1)
neopaymix.jpg
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(1)    The amounts shown for all other NEOs represent their average target pay mix. See the section titled “Executive Compensation—Compensation Discussion and Analysis” for more information.
Proxy Summary | 2024 Proxy Statement 5

Environmental, Social and Governance
Adobe’s commitment to doing the right thing by focusing on people, purpose and community dates back to our founding. This commitment has guided our evolution and growth and inspires our employees to create the future and change the world for the better. Our ESG priorities inform how we run the business and engage our employees, customers, business partners and communities. We are proud of the industry recognition we continue to receive, including being named to JUST Capital’s Top 50 Just Companies, Fortune’s Great Places to Work and Wall Street Journal’s 250 Best-Managed Companies of 2023 lists. We have also been recognized in the 2023 Bloomberg Gender-Equality Index, Forbes’ Net Zero Leaders list and the Dow Jones Sustainability Index.
There are three key areas in which we are uniquely positioned and motivated to make a difference by harnessing the best of our people, product and philanthropy: Adobe for All, Creativity for All and Technology to Transform. The updates below are for fiscal year 2023, unless otherwise stated.
Adobe for All
Adobe for All is our commitment to advance diversity, equity and inclusion (“DEI”) across Adobe and in our communities. We believe that when people feel respected and included, they can be more creative, innovative and successful. In 2023, we continued to build a more diverse workforce, foster an inclusive workplace and mobilize our ecosystem of industry peers and non-profit organizations worldwide to make an impact outside the Company.
Continued our commitment to fair compensation practices(1)
We invest in analysis, transparency and process improvements to demonstrate our commitment to fair compensation. We review pay twice a year in connection with our rewards process and as part of an annual pay review. For 2023, we maintained global gender pay parity and in the U.S., our URM employees earned 99.35 cents for every dollar earned by U.S. non-URM employees.
Reached 35.3% of women in our global employee base and 11.6% of URMs(1) in our U.S. employee base
Granted an additional $3M to three Historically Black Colleges and Universities and Hispanic-Serving Institutions
Funded an additional $10M to continue to foster racial and social justice worldwide,
to address educational inequities, democratize digital and creative literacy as essential 21st century skills, and advance diversity in the technology and creative talent pipeline— bringing our total multi-year grants to these schools to $9M.
through the Adobe Foundation, and to support the Equity Advancement Initiative, a cohort of 11 international and U.S. nonprofits.
(1)    Taking into consideration job and location. We define URMs as employees who identify as Black/African American, Hispanic/Latinx, Native American, Pacific Islander and/or two or more races.
Creativity for All
Through Creativity for All, we are empowering millions of creators of all ages and backgrounds to access the tools, skills and platforms needed to express themselves, reach their full potential and share their diverse perspectives with the world. From supporting underrepresented creators by providing platforms to amplify their work and mentorship with industry leaders through our Diverse Voices program, to the hundreds of creators we have supported financially through our Adobe Creative Residency Community Fund, we are enabling people around the world to tell their stories. We are supporting digital literacy and creativity and student success by offering K-12 schools free access to Adobe Express for Education and engaging with college students across more than 55 designated Adobe Creative Campuses in the U.S. and internationally.
Launched Adobe x Museums, a Creative Residency program with a $4.1M grantPublished “The Inclusion List”, a first-of-its-kind list identifying top films, distributors and producers
from Adobe Foundation to provide greater access and opportunity for creators from underrepresented communities to work with London’s Victoria and Albert Museum and New York’s Museum of Modern Art.
driving inclusive hiring practices on and off the camera in film, in collaboration with the USC Annenberg Inclusion Initiative and Adobe Foundation.
Promoted creative learning across India for 96,000 children and youth,
Continued to provide Adobe Express for free to over 10M nonprofits around the world
ages 10 to 25 in 10,000 villages, by supporting the expansion of the India Creative Clubs.
to help them engage donors and drive greater impact.
Technology to Transform
Technology to Transform represents our commitment to innovating responsibly, advancing the responsible use of technology for the good of society and ensuring that our technologies drive a positive impact on the environment and in our communities. We uphold this commitment through our work on AI ethics, security, privacy, trust and safety, accessibility and sustainability.
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As we harness the power of AI, Adobe is committed to combining technology leadership with responsible innovation. Guided by our principles of accountability, responsibility and transparency, we have implemented a comprehensive AI ethics program that includes training, testing and review by our AI Ethics Committee and Review Board, a cross-functional group of individuals from product, legal, marketing and more. Adobe’s AI-powered tools and features go through a multi-part review process to help ensure that we are developing AI in an ethical, responsible and inclusive way.
Established in 2019, Adobe leads the Content Authenticity Initiative (“CAI”), a global, cross-industry coalition whose goal is to combat misinformation and restore trust online through provenance. The CAI now counts more than 2,000 members. As part of CAI, we are building on an open standard developed by the Coalition for Content Provenance and Authenticity to develop Content Credentials, a digital nutrition label for content that can show information such as a creator’s name, the date a piece of content was created, and any edits that were made to it. Content Credentials can also show whether AI was used and—more importantly—how it was used. Adobe has incorporated Content Credentials into Adobe tools and features, like Photoshop, Lightroom and Firefly, and other CAI members have begun implementing this technology into their tools and platforms. Furthermore, Adobe advocated for the inclusion of provenance and AI-labeling in policy and legislation such as in the White House Executive Order on Safe, Secure and Trustworthy AI and in the European Union’s AI Act.
As we continue to incorporate AI across our products, Adobe is committed to taking important steps to help creators protect their work across the digital ecosystem and to benefit from this technology. We trained our Adobe Firefly creative generative AI family of models only on licensed images from Adobe Stock, openly licensed content, and public domain content where the copyright has expired. Beyond our own model, Adobe is working to enable creators to attach a “Do Not Train” tag to the metadata of their work, leveraging Content Credentials. We are working to drive adoption of an industry standard for this technology to give creators the option to keep their content out of AI training datasets if they choose. In addition, Adobe is advocating for a new federal anti-impersonation right to protect artists from people misusing AI tools to intentionally impersonate their style for commercial gain.
Sustainability at Scale
We are enabling sustainability across industries by reducing our global operational impact on the planet, developing digital products that enable our customers and communities to reduce physical waste and cut emissions, and working with our peers, partners and employees to foster a culture of sustainability.
Declared a net zero by 2050 target Continued to optimize our AI architecture and minimize the amount of energy required for training and using generative AI
and interim targets to limit global warming to 1.5°C.by investing in code optimization, minimizing redundant steps, avoiding unnecessary content generation, and implementing efficient scheduling and batching strategies.
Employee Engagement(1)     
We have always believed that people are our greatest asset. Our employees across 28 countries bring our mission to life, working together to create change in the communities where we live and work through employee matching grants, the Employee Community Fund, nonprofit board service, pro bono, volunteerism and humanitarian response efforts.
Launched our Hometown Commitment,
Volunteered 200,000+ hours and provided more than $33M
a holistic approach encompassing employee engagement, volunteerism and advocacy along with product donations and $3.8M in Adobe Foundation funding, to support 11 San Jose nonprofit organizations working to solve critical local issues, revitalize the community and ensure robust cultural institutions.
in employee donations and corporate grants and matches to 10,500+ organizations globally.
Directed $6M into the communities surrounding our 26 largest offices worldwide through 300 Employee Community Fund grants
(1)    Employee engagement data represents performance in calendar year 2023.
Governance and ESG Oversight
We leverage our governance structure to coordinate and advance our ESG efforts across all areas of our business. Our Governance and Sustainability Committee has primary oversight responsibility for ESG and our Executive Compensation Committee oversees human capital management (“HCM”). Our leadership provides regular updates to the Board and its committees on various ESG matters, including DEI, climate action, AI and ESG disclosures, compliance requirements and risks. In addition, our ESG Committee, a global cross-functional leadership group, ensures company-wide coordination on present and emerging ESG issues. Our Sustainability Leadership Council, a cross-functional group of individuals overseen by an executive council, reviews and guides strategies and proposes action plans and performance objectives related to our company-wide sustainability efforts.
Proxy Summary | 2024 Proxy Statement 7

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Corporate Governance Framework
We have developed a corporate governance framework designed to ensure our Board has the appropriate practices in place to review and evaluate our business operations and to make decisions independent of management. Our goal is to align the interests of directors, management and stockholders, and comply with or exceed the requirements of the Nasdaq Stock Market LLC (“Nasdaq”) and applicable laws and regulations. Adobe’s key governance documents, including our Corporate Governance Guidelines, are available at adobe.com/investor-relations/governance.html. See the section titled “Proxy Summary—Corporate Governance Highlights” for information on our corporate governance policies and practices.
Board Responsibilities and Structure
The Board’s Role in Risk Oversight
Risk assessment and oversight are an integral part of our governance and management processes. The Board is responsible for overseeing the development and execution of the Company’s strategic plans and for understanding the associated risks and actions that management is taking to manage and mitigate those risks. The Board believes that taking an active role in the oversight of Adobe’s corporate strategy and the related risks is appropriate, given our Board members’ combined breadth and depth of experience, and is critical to ensuring that the long-term interests of Adobe and its stockholders are being served. The Board also encourages management to promote a culture that actively manages risks as a part of Adobe’s corporate strategy and day-to-day business operations. Adobe’s management is responsible for developing and implementing the Company’s strategic plans and for identifying, evaluating, managing and mitigating the risks inherent in those plans through our risk management program.
    The scope of our Enterprise Risk Management (“ERM”) program includes a broad range of Adobe’s compliance, strategic, operational and financial risks. Throughout the year, members of a cross-functional team within the Company conduct risk data collection, surveys and interviews of Company experts, leaders and specialists. From time to time, third-party experts are also consulted as part of this risk-assessment process. Together with the internal audit team, identified risks are then analyzed, categorized by topic (compliance, strategic, operational or financial) and timeframe (existing or emerging) and reported to management. For certain key risks, management action plans, whether current or planned, to mitigate identified risks are evaluated and updated as necessary. Annually, management presents and discusses the key risks identified in the ERM process with the Audit Committee and the full Board, soliciting input from directors on the steps taken to mitigate risks and plans for additional mitigation in the year ahead.
Our Board administers this risk oversight function and is assisted by its standing committees to address risks inherent in their respective areas of oversight and expertise, as detailed in the tables below.
The Board
Our Board reviews the Company’s overall strategy, with annual reviews focused on the strategy of our various business units. On an annual basis, the Board reviews the Company’s key risks, including mitigation strategies, that are identified in the ERM process and also meets with the Chief Compliance Officer (the “CCO”), Chief Privacy and Cybersecurity Officer (the “CPCO”), Chief Security Officer (the “CSO”) and Chief Internal Audit Executive (the “CIAE”) to review existing and emerging risks. Additionally, the Board reviews the risk factors included in the Company’s annual reports filed with the SEC.
Corporate Governance | 2024 Proxy Statement 9

The Committees
Audit Committee
Our Audit Committee has primary responsibility for oversight of our ERM program, as well as oversight of particular risks, such as cybersecurity, privacy, information security and financial risk exposures and the steps our management has taken to monitor and control these exposures. The Audit Committee monitors the effectiveness of our Code of Ethics for senior officers. The Audit Committee also monitors compliance with legal and regulatory requirements and oversees the performance of our internal audit function and of our independent registered public accounting firm. In carrying out this oversight, the Audit Committee receives or participates in:
frequent updates by the CCO, CPCO and CSO regarding key risks, including cybersecurity;
annual compliance updates regarding key compliance issues, as well as ongoing updates on developing risks, from the CCO, who reports to the general counsel and regularly interacts with and directly communicates with the Audit Committee;
annual meetings with the CCO without management present regarding key risks, issues or concerns;
quarterly meetings without management present with the CIAE, who reports to the Audit Committee, regarding key risks, issues or concerns;
annual review of the Company’s key risks, including mitigation strategies, identified in the ERM process; and
quarterly reviews of the risk factors included in the Company’s quarterly and annual reports filed with the SEC.
Executive Compensation Committee
Our Executive Compensation Committee oversees risks associated with our compensation programs, plans, policies and practices and HCM, diversity and inclusion strategy and programs, and assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.
Governance and Sustainability Committee
Our Governance and Sustainability Committee monitors the effectiveness of our Corporate Governance Guidelines, and approves or disapproves any related-persons transactions. Additionally, our Governance and Sustainability Committee oversees risks associated with ESG matters, other than HCM, and receives an annual update from management on the Company’s sustainability efforts and related risks.
Board Leadership Structure
Each year, our Board evaluates whether its leadership structure is appropriate to effectively address the specific needs of our business and the long-term interests of our stockholders. Given the dynamic and competitive environment in which Adobe operates, the Board believes that Adobe and our stockholders are best served by a Chair who has broad and deep knowledge of Adobe’s business operations and the competitive landscape, the ability to identify strategic issues and the vision to create sustainable long-term value for stockholders. Based on these considerations, the Board has determined that, at this time, our Chief Executive Officer, Shantanu Narayen, is the director best qualified to serve in the role of Chair. The Board believes that Mr. Narayen’s combined role enables decisive leadership, ensures clear accountability and enhances the Board’s ability to focus its meetings on the issues most critical to Adobe’s success as well as Adobe’s ability to communicate its message and strategy clearly and consistently to its stockholders, employees and customers.
To maintain an appropriate level of independent checks and balances, our Corporate Governance Guidelines provide that if the Chair of the Board and the Chief Executive Officer are the same person, the independent members of the Board will annually select an independent director to serve in a lead capacity, who we refer to as our Lead Director. Our
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Board believes that there are advantages to having a Lead Director for matters such as communications and relations among our Board, the Chief Executive Officer and other members of senior management and in assisting our Board in reaching consensus on particular strategies and policies. The independent members of our Board have selected Frank Calderoni to serve as Lead Director. The Board believes that from Mr. Calderoni’s experience as a director of several public companies, as well as serving as Chief Executive Officer of Velocity Global and his past experience as Chief Executive Officer of Anaplan, Inc. and Chief Financial Officer of Red Hat, Inc., Cisco Systems, Inc., QLogic Corporation and SanDisk Corporation, he brings abundant financial expertise and business acumen that helps ensure strong and independent oversight and effective collaboration among the directors.
Our Lead Director coordinates the activities of the other independent directors and has the following additional responsibilities, as outlined in the Lead Director Charter adopted by the Board and available on our website at adobe.com/investor-relations/governance.html:
presiding at all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors;
working to optimize Board performance through regular feedback that ensures that diverse viewpoints of all directors are heard and creating a climate of constructive candor in which frank and thoughtful discussion occurs;
meeting with the Chair and Chief Executive Officer to discuss Board agendas, materials and the schedule of meetings;
calling meetings of the independent directors, as needed;
retaining outside advisors and consultants who report directly to the Board on Board-wide issues, as needed;
providing feedback to directors in connection with the periodic Board evaluation process;
administering, with the Chair of the Executive Compensation Committee, the Board’s evaluation of the performance of the Chair and Chief Executive Officer; and
making himself available for communication with Adobe’s significant stockholders.
Led by Mr. Calderoni, the independent members of our Board met 4 times during fiscal year 2023 in regularly scheduled executive sessions (without the presence of Mr. Narayen) to discuss various matters related to oversight, Board affairs and Chief Executive Officer performance. Mr. Calderoni also frequently attended Audit Committee and Executive Compensation Committee meetings, and, at times, attended meetings with investors as part of our stockholder outreach efforts. Using input collected from the independent members of our Board during each executive session, Mr. Calderoni discusses the agenda and materials for future Board meetings with the Chair and Chief Executive Officer and members of management.
Our Board believes that stockholders are best served by the Board’s current leadership structure because it provides Adobe with the benefits of combining the leadership role of Chair and Chief Executive Officer, while at the same time featuring a strong and empowered independent Lead Director who provides an effective independent voice and further enhances the contributions of our independent directors.
Corporate Governance | 2024 Proxy Statement 11

Committees of the Board
Audit Committee
CURRENT MEMBERS
8 meetings held in fiscal year 2023
Kathleen Oberg (Chair)
Brett Biggs
Spencer Neumann
Dheeraj Pandey
The Audit Committee’s role includes assisting the Board in fulfilling its responsibilities related to the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; our technology security policies and internal cybersecurity and privacy controls; our enterprise risk management program; and our compliance with related legal, regulatory and ethical requirements. The Audit Committee’s responsibilities include:
•    the appointment, compensation, engagement, evaluation, retention, termination and oversight of our independent registered public accounting firm, including conducting a review of its independence;
•    reviewing and approving the planned scope of our annual audit;
•    overseeing our independent registered public accounting firm’s audit work;
•    reviewing and pre-approving any audit and non-audit services that may be performed by our independent registered public accounting firm;
•    reviewing with management and our independent registered public accounting firm the adequacy of our internal financial and disclosure controls;
•    reviewing our critical accounting policies and practices, critical audit matters and the application of accounting principles;
•    reviewing and discussing with management the adequacy and effectiveness of our information and technology security policies and internal controls regarding information and technology security, cybersecurity and privacy related areas;
•    monitoring the rotation of partners of our independent registered public accounting firm on our audit engagement team as required by regulation;
•    reviewing our policies and practices with respect to swaps transactions;
•    overseeing Adobe’s worldwide investment policy;
•    overseeing the performance of our internal audit function;
•    establishing procedures, as required under applicable regulation, for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
•    overseeing and reviewing relevant elements of Adobe’s enterprise risk management program; and
•    reviewing our annual audited financial statements and quarterly financial statements with management and our independent registered public accounting firm.
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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 the section titled “Report of the Audit Committee” contained in this proxy statement.
Each member of the Audit Committee meets the independence criteria prescribed by applicable regulations and the rules of the SEC for audit committee membership and is an “independent director” within the meaning of applicable Nasdaq listing standards. Each Audit Committee member meets Nasdaq’s financial sophistication requirements, and the Board has further determined that each Audit Committee member is an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC. The Audit Committee acts pursuant to a written charter, which complies with the applicable provisions of the Sarbanes-Oxley Act of 2002 and related rules of the SEC and Nasdaq, a copy of which can be found on our website at adobe.com/investor-relations/governance.html.
Executive Compensation Committee
CURRENT MEMBERS
Amy Banse (Chair)
7 meetings held in fiscal year 2023
Cristiano Amon
Melanie Boulden
Laura Desmond
David Ricks
The Executive Compensation Committee:
sets and administers the policies that govern, and reviews and approves, all compensation of our executive officers, including cash, equity and other compensation programs, including policies for the recovery or “clawback” of incentive compensation granted, awarded or paid to executive officers;
makes recommendations to the Board concerning Board and committee compensation;
oversees the Company’s HCM strategy and programs, including with respect to diversity and inclusion;
reviews our stock ownership guidelines for non-employee directors and senior management;
oversees our overall compensation plans and benefit programs, and approves 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 compensation of our NEOs; 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 “Executive Compensation—Compensation Discussion and Analysis—Other Benefits, Programs and Policies—Granting Guidelines for Equity Compensation” 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 acquisitions, new hire and retention restricted stock unit (“RSU”) grants to non-executive officer employees and RSU 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
Corporate Governance | 2024 Proxy Statement 13

assesses the independence and any potential conflicts of interest of compensation advisors in accordance with applicable law and Nasdaq listing standards. Each member of the Executive Compensation Committee is an independent director within the meaning of applicable Nasdaq listing standards and a “non-employee director” 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 adobe.com/investor-relations/governance.html.
Governance and Sustainability Committee
CURRENT MEMBERS
Frank Calderoni (Chair)
5 meetings held in fiscal year 2023
Amy Banse
Kathleen Oberg
Daniel Rosensweig
The Governance and Sustainability Committee’s 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, including the rotation of committee chairs and members;
•    reviews and makes recommendations regarding the functioning of our Board as an entity;
•    oversees ESG matters applicable to the Company, other than those related to HCM;
•    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;
•    reviews the board memberships of other entities held by members of the Board and approves such memberships for our executive officers; and
if requested by the Board, assists the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our Chief Executive Officer.
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 adobe.com/investor-relations/governance.html.
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 in the section titled “Our Directors.” The Governance and Sustainability Committee, from time to time, retains, for a fee, one or more third-party search firms to identify suitable candidates for election to our Board. 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-
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employee director” within the meaning of Rule 16b-3 under 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 considers stockholder recommendations for candidates for the Board based on the same criteria that it uses to evaluate other candidates, including incumbents. Our stockholders may nominate one or more persons for election as a director at our annual meeting of stockholders. The name of any recommended candidate for director, together with a brief biographical sketch, a document indicating the candidate’s willingness to serve if elected and evidence of the recommending stockholder’s ownership of Company stock must be sent to the attention of our Corporate Secretary. In addition, the proxy access provisions under Article III, Section 6 of our bylaws, provide that a stockholder (or a group of up to twenty stockholders) owning at least 3% 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 20% of the total number of directors on the Board, provided the stockholders and nominees satisfy the requirements specified in our bylaws. 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. Any notice of director nomination submitted to Adobe other than through proxy access must include the additional information required by Rule 14a-19(b) under the Exchange Act. Our bylaws specify additional requirements if stockholders wish to nominate directors at special meetings of stockholders.
Board Meetings and Attendance
During fiscal year 2023, our Board held 4 meetings, and its three standing committees—Audit Committee, Executive Compensation Committee and Governance and Sustainability Committee—collectively held 20 meetings. Each incumbent director attended at least 75% of the meetings of the Board and the committees of which such director was a member and during the period in which he or she served in fiscal year 2023. Members of our Board are encouraged to attend our annual meetings of stockholders. All twelve of the Board members then serving on our Board attended our 2023 Annual Meeting.
The following table sets forth the number of meetings held by our Board and the committees during fiscal year 2023:
NameBoardAuditExecutive CompensationGovernance and Sustainability
Number of meetings held in fiscal year 2023
4875
Director Independence
As required by the Nasdaq listing standards, a majority of the members of our Board must qualify as “independent,” as affirmatively determined by our Board. Our Board consults with our legal counsel to ensure that its determinations are consistent with all relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in the applicable Nasdaq listing standards. In addition, in making its determination, the Board considers any arms-length transactions made in the ordinary course between Adobe and certain related entities, for instance the purchase from Adobe of software products and services by companies of which a director is an executive officer.
After review of all relevant transactions and relationships between each director, any of their family members, Adobe, our executive officers and our independent registered public accounting firm, the Board has affirmatively determined that a majority of our Board is comprised of independent directors. Our current independent directors are: Messrs. Amon, Biggs, Calderoni, Neumann, Pandey, Ricks and Rosensweig and Mses. Banse, Boulden, Desmond and Oberg. During his term of service in fiscal year 2023, Dr. Warnock was also determined to be an independent director.
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Certain Relationships and Related Persons Transactions
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.
Since the beginning of fiscal year 2023, 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 entities with which members of the Board or our executive officers (or members of the immediate family of any of the foregoing) have professional relationships and with entities that are greater than 5% beneficial owners of our common stock.
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 2023. No members were formerly officers of Adobe or had any relationship otherwise requiring disclosure hereunder. During fiscal year 2023, 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.
Corporate Governance Guidelines & Codes of Business Conduct and Ethics
Corporate Governance Guidelines
We believe in sound corporate governance practices and have adopted formal Corporate Governance Guidelines to enhance our effectiveness. Our Board adopted these Corporate Governance Guidelines in order to ensure that it has the necessary practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Corporate Governance Guidelines set forth the practices our Board and its committees follow with respect to Board and committee composition and selection, meetings, Chief Executive Officer performance evaluation and management development and succession planning for senior management, including the Chief Executive Officer position. Pursuant to the Corporate Governance Guidelines, the Chief Executive Officer prepares, on a continuing basis, a short-term succession plan outlining temporary delegations of authority to certain officers of the Company if one or more members of senior management should unexpectedly become unable to perform his or her duties. A copy of our Corporate Governance Guidelines is available on our website at adobe.com/investor-relations/governance.html.
Code of Business Conduct
We have also adopted a Code of Business Conduct applicable to all directors, officers and employees of Adobe as required by applicable Nasdaq listing standards. This Code of Business Conduct is publicly available on our website at adobe.com/investor-relations/governance.html. There were no waivers of the Code of Business Conduct for any of our directors or executive officers during fiscal year 2023.
Code of Ethics
We adopted a Code of Ethics applicable to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller, Treasurer and certain other finance department executives, which is a “code of ethics” as defined
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by applicable SEC rules. The Code of Ethics is publicly available on our website at adobe.com/investor-relations/governance.html. If we make any amendments to the Code of Ethics other than technical, administrative or other non-substantive amendments or grant any waivers, including implicit waivers, from a provision of the Code of Ethics to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Corporate Controller or persons performing similar functions, and such other personnel as are designated from time to time by the Board, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies on our website at adobe.com/company/integrity.html or in a Current Report on Form 8-K filed with the SEC. There were no waivers of the Code of Ethics during fiscal year 2023.
Board Evaluation
On a regular basis, we engage an outside advisor to conduct a comprehensive Board evaluation to assess the effectiveness of our Board, committees and members. The process is facilitated by an independent third party to preserve integrity and anonymity of the Board members and the Company’s senior executives. The evaluation process facilitator solicits feedback from Board members and senior executives individually to obtain and compile responses to the evaluation, which includes feedback from Board members on other Board members, for review by the Board and senior executives of the Company.
The Board, Governance and Sustainability Committee and senior executives of the Company then review and discuss the evaluation results and any actions to be taken as a result of the discussion. The results are used to inform Board and committee composition and refreshment, including expansion and refinement of the attributes and experience criteria for Board membership and to address the evolving needs of the Company. The evaluation aims to (1) find opportunities where our Board and committees can improve their performance and effectiveness, (2) assess any need to evolve the composition and expertise of our Board and (3) assure that our Board and committees are operating in accordance with our Corporate Governance Guidelines and committee charters.
Communications with the Board
Any stockholder who desires to contact our Board, or specific members of our Board, may do so electronically by sending an email to the following address: adobeboard@adobe.com. Alternatively, a stockholder may contact our Board, or specific members of our Board, by writing to:
Stockholder Communications
Adobe Inc.
345 Park Avenue
San Jose, California 95110, USA
All such communications will be initially received and processed by the office of our Corporate Secretary. Accounting, audit, internal accounting controls and other financial matters will be referred to the Chair of the Audit Committee. Other matters will be referred to the Board, the non-employee directors or individual directors as appropriate.
Corporate Governance | 2024 Proxy Statement 17

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Our business is managed under the direction of our Board of Directors, which is currently composed of twelve members. Adobe’s stockholders elect our Board members annually, and all directors are serving a term that expires at the 2024 Annual Meeting. Except for Mr. Amon, who was appointed to our Board in October 2023, all of our current directors were elected by our stockholders. See the section titled “Proxy Statement Summary—Director Nominees” for information on the composition of our Board.
Director Attributes and Demographics
The following tables highlight the number of our director nominees who share certain categories of attributes and experiences that uniquely qualify them to serve on our Board, which are further defined below. We believe the diversity of experiences and qualifications represented by our directors is critical to Adobe’s success. We have narrowly tailored and defined these categories, although inclusion in certain categories will in many cases provide experience and expertise covered by other categories. For example, directors with Chief Executive Officer experience will also have gained significant exposure to operational issues.
Executive LeadershipGlobal LeadershipBusiness Dev & StrategyOperationsFinance or AccountingLegal or RegulatorySales, Marketing & Brand MgmtTechnologistPublic Company Board Service / Governance
Cristiano Amon
DIRECTOR
l
llllll
Amy Banse
DIRECTOR
l
llllll
Brett Biggs
DIRECTOR
lllllll
Melanie Boulden
DIRECTOR
lllll
Frank Calderoni
LEAD DIRECTOR
lllllll
Laura Desmond
DIRECTOR
lllllll
Shantanu Narayen
CHAIR
lllllll
Spencer Neumann
DIRECTOR
llllll
Kathleen Oberg
DIRECTOR
llllll
Dheeraj Pandey
DIRECTOR
lllllll
David Ricks
DIRECTOR
lllllll
Daniel Rosensweig
DIRECTOR
lllllll
12
12
12
12
11
5
4
3
9
________________________
The attributes above are defined as follows:
Executive Leadership: Directors who have served as a founder, Chief Executive Officer or Chief Executive Officer-equivalent, senior executive or business unit leader of a company with a deep understanding of company offerings and industry.
Global Leadership: Directors with leadership experience in a global company overseeing non-U.S. operations, diverse economic landscapes and working with various cultures.
Business Development & Strategy: Directors with expertise in strategic planning, mergers and acquisitions, growth strategies or business expansion.
Operations: Directors with experience in business operations management, supply chain management, integration or distribution.
Our Directors | 2024 Proxy Statement 19

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.
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 is a Certified Public Accountant, has a Juris Doctorate, or has significant chief financial officer experience.
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.
Technologist: Directors with extensive experience in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development.
Public Company Board Service / Governance: Directors who currently serve, or have served, on other public company boards.
Board Diversity Matrix (as of March 1, 2024)
Total Number of Directors
12
Female
Male
Non-binary
Did Not Disclose Gender
PART I: GENDER IDENTITY
Directors4800
PART II: DEMOGRAPHIC BACKGROUND
African American or Black1000
Alaskan Native or Native American0000
Asian0200
Hispanic or Latinx0100
Native Hawaiian or Pacific Islander0000
White3500
Two or More Races or Ethnicities0000
LGBTQ+1
Did Not Disclose Demographic Background0
Considerations in Evaluating Director Nominees
The Board identified the following general criteria for consideration when evaluating Board member nominees and composition of the Board:

exercises logical, thorough, objective, sound and rational judgment when representing the best interests of all Adobe stockholders;
possesses experience and expertise relevant to expanding the breadth of the Board’s collective knowledge, skill set and attributes;
demonstrates commitment to achieving Adobe’s long-term objectives by prioritizing and investing the attention necessary to fulfill Board membership-related duties, attendance obligations and responsibilities;
maintains and increases diversity in professional experience, personal experience, expertise, culture, race, ethnicity and/or gender among the Board members;
understands elements relevant to the success of a publicly-traded company, including the importance of best practices in corporate governance; and
demonstrates integrity and ethics in such nominee’s personal and professional life.
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Director Nominees for Election for a One-Year Term Expiring in 2025

Cristiano Amon.jpg
Cristiano
Amon
DIRECTOR SINCE 2023
INDEPENDENT

Executive Compensation Committee
Mr. Amon, 53, has served as President and Chief Executive Officer of Qualcomm Incorporated, a wireless technology company, and a member of its board of directors since June 2021. He served as Qualcomm Incorporated’s President and Chief Executive Officer-elect from January 2021 to June 2021 and President from January 2018 to January 2021. Mr. Amon served as Executive Vice President, Qualcomm Technologies, Inc. (“QTI”), a subsidiary of Qualcomm Incorporated, and President, Qualcomm CDMA Technologies (“QCT”), from November 2015 to January 2018. He served as Executive Vice President, QTI and Co-President, QCT from October 2012 to November 2015, Senior Vice President and Co-President, QCT from June 2012 to October 2012 and as Senior Vice President, QCT Product Management from October 2007 to June 2012, with responsibility for QTI’s product roadmap, including the Qualcomm Snapdragon platforms. Mr. Amon joined Qualcomm in 1995 as an engineer and throughout his tenure at Qualcomm has held several other technical and leadership positions. Mr. Amon holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP, the State University of Campinas, Brazil.
As the President and Chief Executive Officer and a director of Qualcomm Incorporated, Mr. Amon brings to the Board extensive business and management expertise, as well as a deep understanding of rapidly evolving technologies and the complex operational issues facing large global companies.
Other Public Company Boards:
Qualcomm Incorporated

Amy Banse.jpg
Amy
Banse
DIRECTOR SINCE 2012
INDEPENDENT

Executive Compensation Committee (chair); Governance and Sustainability Committee
Ms. Banse, 64, is currently a partner at Mosaic General Partnership (formerly 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, 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 Fandango, 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 J.D. from Temple University School of Law.
As the former Managing Director and Head of Funds for Comcast Ventures and Executive Vice President, Comcast, 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.
Other Public Company Boards:
The Clorox Company, Lennar Corporation, On Holding AG
Our Directors | 2024 Proxy Statement 21


Brett Biggs.jpg
Brett
Biggs
DIRECTOR SINCE 2022
INDEPENDENT

Audit Committee
Mr. Biggs, 55, is the former Executive Vice President and Chief Financial Officer for Walmart Inc. (“Walmart”), a multinational retail corporation. In his role as Chief Financial Officer at Walmart, in which he served from 2016 until June 2022, he was responsible for all finance functions as well as Global Procurement. Prior to the Chief Financial Officer role, Mr. Biggs held the roles of Chief Financial Officer for Walmart International, Walmart U.S. and Sam’s Club, a membership retail warehouse club and division of Walmart. Mr. Biggs also served as Senior Vice President of 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. Prior to joining Walmart in 2000, Mr. Biggs held various M&A and corporate finance positions with Leggett & Platt, a diversified manufacturer, Phillips Petroleum Co., an oil company, and Price Waterhouse, a public accounting firm. Mr. Biggs currently serves as Senior Advisor at Blackstone, an asset management company. He holds a bachelor’s degree in accounting from Harding University and an M.B.A. with Honors from Oklahoma State University.
With his prior roles at Walmart and other 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 an understanding of accounting principles and financial reporting rules and regulations.
Other Public Company Boards:
Yum! Brands, Inc., The Procter & Gamble Company

Melanie Boulden.jpg
Melanie
Boulden
DIRECTOR SINCE 2020
INDEPENDENT

Executive Compensation Committee
Ms. Boulden, 51, currently serves as Group President Prepared Foods and Chief Growth Officer for Tyson Foods, Inc. (“Tyson Foods”), a multinational, protein-focused food company. From February 2023 to September 2023, Ms. Boulden served as Executive Vice President and Chief Growth Officer at Tyson Foods. From January 2021 to December 2022, Ms. Boulden was Chief Marketing Officer of the North America Operating Unit of The Coca-Cola Company, a global beverage company, responsible for a multibillion-dollar brand portfolio consisting of more than 20+ brands, including Coca-Cola, Sprite, Smartwater and Minute Maid. Prior to becoming Chief Marketing Officer, Ms. Boulden was the President of the Still Beverages Business Unit at Coca-Cola North America from April 2020 to January 2021, leading the water, sports drinks, tea and coffee businesses, and was President and General Manager of Venturing and Emerging Brands from August 2019 to April 2020. Ms. Boulden has also served as Global Head of Marketing and Brand Management at Reebok International Ltd., a fitness footwear and clothing company, from May 2018 to June 2019 and has held marketing and general management roles at Crayola LLC, an art supplies company, Kraft Foods Group Inc., a food manufacturing company, and Henkel Consumer Goods, a manufacturer of personal care and household cleaning products. Ms. Boulden holds a B.S. in English from Iowa State University and an M.B.A. with concentrations in marketing and finance from The University of Iowa.
With her current role as Group President Prepared Foods and Chief Growth Officer at Tyson Foods, 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.
Other Public Company Boards:
None

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Frank Calderoni.jpg
Frank
Calderoni Lead Director
DIRECTOR SINCE 2012
INDEPENDENT

Governance and Sustainability Committee (chair)
Mr. Calderoni, 66, currently serves as the Chief Executive Officer of Velocity Global, a provider of global talent solutions. Prior to joining Velocity Global in April 2023, Mr. Calderoni served as the Chair and Chief Executive Officer of Anaplan, Inc. (“Anaplan”), a planning and performance management platform provider, until June 2022. Prior to joining Anaplan in January 2017, he served as Executive Vice President, Operations and Chief Financial Officer at Red Hat, Inc., an enterprise open source software provider, from June 2015 to December 2016. Until June 2015, he was an Executive Advisor at Cisco Systems, Inc. (“Cisco”), a designer, manufacturer and seller of IP-based networking and other products related to the communications and information technology industry. From 2008 to January 2015, Mr. Calderoni served as Executive Vice President and Chief Financial Officer at Cisco, managing the company's financial strategy and operations. He joined Cisco in 2004 from QLogic Corporation, a storage networking company where he was Senior Vice President and Chief Financial Officer. Prior to that, he was Senior Vice President, Finance and Administration and Chief Financial Officer for SanDisk Corporation (“SanDisk”), a flash data storage company. Before joining SanDisk, Mr. Calderoni spent 21 years at IBM, a global services, software and systems company, where he became Vice President and held controller responsibilities for several divisions within the company. Mr. Calderoni holds a B.S. in Accounting and Finance from Fordham University and an M.B.A. in Finance from Pace University.
As a result of his senior executive leadership positions as chief executive officer and 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.
Other Public Company Boards:
Anaplan (Chair 2017 to 2022), Palo Alto Networks, Inc. (2016 to 2019)

Laura Desmond.jpg
Laura
Desmond
DIRECTOR SINCE 2012
INDEPENDENT

Executive Compensation Committee (chair)
Ms. Desmond, 58, is currently Chief Executive Officer at Smartly.io, an advertising technology company. She is also the 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, a media agency, from 2003 to 2007, and from 2000 to 2002 she was Chief Executive Officer of SMG's Latin America group. She holds a B.B.A. in Marketing from the University of Iowa.
With her extensive experience as a strategist, consultant and investor working with global marketers, media companies and brands, including serving as Chief Revenue Officer of Publicis Groupe and Global Chief Executive Officer of SMG, Ms. Desmond brings to the Board a deep expertise in global media and marketing technology organizations, leadership capabilities and business acumen. In addition, her present and past service on other boards gives her valuable knowledge and perspective. As an expert in the marketing space, Ms. Desmond speaks frequently with Adobe’s management outside of scheduled board meetings to provide specific insight regarding Adobe’s Digital Experience business.
Other Public Company Boards:
DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)

Our Directors | 2024 Proxy Statement 23


Shantanu Narayen.jpg
Shantanu
Narayen Chair
DIRECTOR SINCE 2007

Committees: None
Mr. Narayen, 60, currently serves as our Chief Executive Officer and Chair 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 Chair 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 M.B.A. from the Haas School of Business, University of California, Berkeley.
As our Chief Executive Officer, Chair of the Board and as an Adobe employee for more than 25 years, Mr. Narayen brings to the Board extensive leadership and industry experience, including a deep knowledge and understanding of our business, operations and employees, the opportunities and risks faced by Adobe, and management’s current and future strategy and plans. In addition, his service on other boards gives him a strong understanding of his role as a director and a broad perspective on key industry issues and corporate governance matters.
Other Public Company Boards:
Pfizer Inc. (Lead Independent Director)

Spencer Neumann.jpg
Spencer
Neumann
DIRECTOR SINCE 2022
INDEPENDENT

Audit Committee
Mr. Neumann, 54, currently serves as the Chief Financial Officer for Netflix, Inc. (“Netflix”), a media company, a role he has held since January 2019. Before joining Netflix, Mr. Neumann served as Chief Financial Officer for Activision Blizzard, Inc., a video gaming company, from June 2017 to January 2019 and previously held several senior positions at The Walt Disney Company, a multinational media and entertainment company, including Chief Financial Officer and Executive Vice President of Global Guest Experience of Walt Disney Parks and Resorts from 2012 to 2017. Prior to that, he held roles at private equity firms Providence Equity Partners and Summit Partners. He holds a B.A. in Economics and an M.B.A. 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.
Other Public Company Boards:
None

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Leeny Oberg.jpg
Kathleen
Oberg
DIRECTOR SINCE 2019
INDEPENDENT

Audit Committee (chair); Governance and Sustainability Committee
Ms. Oberg, 63, currently serves as Chief Financial Officer and Executive Vice President, Development of Marriott International, Inc. (“Marriott”), a global hospitality company. From January 2016 to February 2023, she served as Chief Financial Officer and Executive Vice President of Marriott and was additionally designated in February 2023 as Executive Vice President, Development leading the strategic growth of the company’s lodging brands. Beginning in 2013 and until January 2016, Ms. Oberg served as Chief Financial Officer for The Ritz-Carlton Hotel Company, L.L.C, a wholly-owned subsidiary of Marriott. From 2008 to 2013, Ms. Oberg served as Marriott’s Senior Vice President, Corporate Development Finance. 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, Ms. Oberg held various financial leadership positions with Sodexo, a food and facilities management company, Sallie Mae Bank, The Goldman Sachs Group, Inc., a global investment banking firm, 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 M.B.A. from the Stanford University Graduate School of Business.
As a result of her position at Marriott and her past service in financial leadership positions, Ms. Oberg brings to the Board financial expertise, including an in-depth knowledge of financial reporting rules and regulations and accounting principles. Her deep understanding of the multifaceted financial and operational issues affecting large global organizations and leadership experience with development projects and merger and acquisition opportunities brings the Board and Audit Committee valuable insight into preparing long-range plans, annual budgets and capital allocation strategy.
Other Public Company Boards:
None

Dheeraj Pandey2.jpg
Dheeraj
Pandey
DIRECTOR SINCE 2019
INDEPENDENT

Audit Committee
Mr. Pandey, 48, is the Chair and Chief Executive Officer of DevRev, Inc., a software-as-a-service company that is focused on using AI and design to automate software and customer engineering workflows. Previously, he co-founded Nutanix, Inc. (“Nutanix”), a cloud computing company, in 2009 and served as its Chief Executive Officer and as the Chair of its board of directors until December 2020. Mr. Pandey also served as the President of Nutanix 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 (“Teradata”)), a data warehousing company. Prior to Teradata, Mr. Pandey served in software engineering roles at Oracle Corporation, a software and technology company, Zambeel, Inc., a data storage systems company, and Trilogy Software, Inc., a software company. 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 Chair of DevRev, Inc. and Nutanix and as a software engineer at various companies over the course of nearly 20 years, Mr. Pandey brings to the Board engineering expertise, financial acumen, an in-depth understanding of the technology landscape and valuable insight on growing a company from a start-up to a publicly traded company.
Other Public Company Boards:
Nutanix (Chair 2009 to 2020)

Our Directors | 2024 Proxy Statement 25


Dave Ricks.jpg
David
Ricks
DIRECTOR SINCE 2018
INDEPENDENT

Executive Compensation Committee
Mr. Ricks, 56, currently serves as Chief Executive Officer of Eli Lilly and Company, a pharmaceutical 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 M.B.A. 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.
Other Public Company Boards:
Eli Lilly and Company (Chair), Elanco Animal Health, Inc. (2018 to 2019)

Dan Rosensweig.jpg
Daniel
Rosensweig
DIRECTOR SINCE 2009
INDEPENDENT

Governance and Sustainability Committee
Mr. Rosensweig, 62, is currently President, Chief Executive Officer and Co-chair 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., a global internet company, 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.
Other Public Company Boards:
Chegg, Inc. (Co-Chair), Rent the Runway Inc. (2012 to 2023), Time Inc. (2017 to 2018)



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Director Compensation for Fiscal Year 2023
The following table sets forth information with respect to compensation awarded to, paid to or earned by each of Adobe’s non-employee directors during fiscal year 2023. As an employee director, Mr. Narayen does not receive compensation for service as a director. No stock options were granted to any directors during fiscal year 2023.
Name
Fees Earned
or Paid in Cash
(1)
($)
Stock Awards(2)(3)
($)
Total
($)
Cristiano Amon(4)
7,830 

150,609 158,439 
Amy Banse100,000 317,897 417,897 
Brett Biggs
80,000 317,897 397,897 
Melanie Boulden75,000 317,897 392,897 
Frank Calderoni140,000 317,897 457,897 
Laura Desmond75,000 317,897 392,897 
Spencer Neumann
80,000 317,897 397,897 
Kathleen Oberg110,000 317,897 427,897 
Dheeraj Pandey80,000 317,897 397,897 
David Ricks75,000 317,897 392,897 
Daniel Rosensweig
70,000 317,897 387,897 
John Warnock(5)
42,858 

317,897 360,755 
_________________________
(1)Director fees were paid at the end of the quarter for which services were provided. Messrs. Amon, Biggs, Calderoni, Neumann and Rosensweig and Mses. Boulden and Desmond each elected to defer all cash fees pursuant to Adobe’s Deferred Compensation Plan. For more information on this plan, see the section titled “Deferred Compensation Plan” below.
(2)These amounts do not reflect the actual economic value realized by the director for these awards. In accordance with SEC rules, this column reflects the grant date fair value computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), disregarding estimates of forfeitures related to service-based vesting conditions.

Stock awards granted to non-employee directors during fiscal year 2023 were in accordance with the terms of the Board’s Fiscal Year 2023 and Fiscal Year 2024 Non-Employee Director Compensation Policy (the “FY 2023 and FY 2024 Director Compensation Policy”) described below.

Messrs. Biggs, Calderoni and Rosensweig and Mses. Banse, Boulden and Oberg each elected to defer 100% of their RSUs granted on April 20, 2023 pursuant to Adobe’s Deferred Compensation Plan. For more information on this plan, see the section titled “Deferred Compensation Plan” below.
(3)On April 20, 2023, each non-employee director then sitting on the Board received an annual grant of 836 RSUs with a grant date fair value of $380.26 per share. On August 19, 2023, Dr. Warnock’s service terminated due to death and his 836 RSUs became fully vested in accordance with the FY 2023 and FY 2024 Director Compensation Policy. On October 25, 2023, Mr. Amon received 289 RSUs with a grant date fair value of $521.14 per share for joining our Board, which remained unvested and outstanding as of 2023 fiscal year end. As of 2023 fiscal year end, each non-employee director other than Mr. Amon and Dr. Warnock held a total of 836 unvested and outstanding RSUs.
(4)As Mr. Amon joined the Board effective October 25, 2023, his annual Board retainer and committee fees were prorated for his period of service in fiscal year 2023.
(5)As Dr. Warnock passed away on August 19, 2023, his annual Board retainer was prorated for his period of service in fiscal year 2023.

Director Compensation | 2024 Proxy Statement 27

Compensation Philosophy
The general philosophy of our Board is that compensation for non-employee directors should be a mix of cash, payable quarterly, and equity-based compensation to reward them for a year of service in fulfilling their responsibilities. Adobe does not compensate its management director (our Chief Executive Officer) for Board service in addition to his regular employee compensation.
Decisions regarding the non-employee director compensation program are approved by our full Board every two years based on recommendations by the Executive Compensation Committee, which reviews the total compensation of our non-employee directors and each element of our non-employee director compensation program. The Executive Compensation Committee considers advice from its independent compensation consultant, Compensia, Inc. (“Compensia”), when appropriate, including consideration of director compensation levels, practices and design features of peer companies used to evaluate executive compensation. The peer companies included in this analysis are the same peer companies set forth in the section titled “Compensation Discussion and Analysis—Compensation-Setting Governance and Process—The Role of Peer Companies.” On a per-director basis, our cash compensation for non-employee directors is targeted near the peer median and our equity compensation for non-employee directors is targeted within the peer 60th to 75th percentile range. The Executive Compensation Committee also considers the extent to which our Board compensation practices align with the interests of our stockholders.
Fees Earned or Paid in Cash
Under the FY 2023 and FY 2024 Director Compensation Policy, in fiscal year 2023, each non-employee director was eligible to receive an annual retainer of $60,000, plus committee fees for each committee on which he or she served, as set forth below, and our Lead Director was eligible to receive an additional Lead Director annual retainer of $60,000.
Committee Fees
CommitteeChair
($)
Members
($)
Audit40,00020,000 
Executive Compensation30,00015,000 
Governance and Sustainability20,00010,000 
The fiscal year 2023 and fiscal year 2024 cash retainers are the same as the prior two fiscal years, other than the Lead Director annual retainer, which was increased by $10,000 to better align with peer companies.
Equity Awards
The FY 2023 and FY 2024 Director Compensation Policy includes an annual grant of RSUs to the non-employee directors. The RSUs granted to each non-employee director will vest 100% on the day of our next annual meeting of stockholders following the grant date, subject to each non-employee director’s continued service on such date. As disclosed in our 2022 proxy statement, in fiscal year 2023, the annual equity award was increased by $15,000 to $315,000 (based on the estimated value on the grant date) to align better with peer market practices and, consistent with prior years, was converted into a number of RSUs based on the average closing market price over the 30 calendar days ending the day prior to the grant date. New non-employee directors joining our Board between annual meetings receive a prorated annual grant of RSUs that vests 100% on the day of our next annual meeting of stockholders following the grant date. Non-employee directors receive no other equity compensation. If a non-employee director’s service terminates due to death or disability, the non-employee director’s RSUs will become fully vested. In the event of a change of control, any unvested RSUs will become vested in full immediately prior to the effective date of the change of control, subject to the consummation of the change of control.
Deferred Compensation Plan
We maintain an unfunded, nonqualified deferred compensation plan (the “Deferred Compensation Plan”), which allows our non-employee directors to defer from 5% up to 100% of their cash compensation, which amounts are deemed invested in the investment funds selected by the director from the same fund options that are generally available in Adobe’s Section 401(k) Retirement Savings Plan (the “401(k) Plan”) (other than the individual direct brokerage account and
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Retirement Savings Trust). Participants may also contribute 100% of their RSU awards. Deferred Compensation Plan participants must elect irrevocably to receive the deferred funds on a specified date at least three years in the future or at termination of service in the form of a lump sum or annual installments subject to the terms of the plan. Payments of equity deferrals may only be made in the form of a lump sum. Messrs. Amon, Biggs, Calderoni, Neumann and Rosensweig and Mses. Boulden and Desmond participated in the Deferred Compensation Plan with respect to 100% of their respective retainers and committee fees for their services in fiscal year 2023. Messrs. Biggs, Calderoni and Rosensweig and Mses. Banse, Boulden and Oberg elected to defer 100% of their annual RSU awards granted on April 20, 2023. See the section titled “Executive Compensation—Nonqualified Deferred Compensation in Fiscal Year 2023” in this proxy statement for more information regarding our Deferred Compensation Plan.
Expenses
We reimburse our non-employee directors for their reasonable travel and related expenses in connection with attending Board and committee meetings, as well as costs and expenses incurred in attending director education programs and other Adobe-related seminars and conferences.
Other Benefits
Consistent with prior years, in fiscal year 2023, our co-founder, Dr. Warnock, was offered an opportunity to purchase certain Adobe health, dental and vision insurance and was responsible for paying 100% of the insurance premiums.
Stock Ownership Guidelines
We have adopted stock ownership guidelines for the non-employee members of our Board. Under these guidelines, each non-employee director must hold 50% of the net shares acquired from Adobe until the total number of shares held by such non-employee director equals or exceeds (and continues to equal or exceed) the minimum share ownership requirement. Determined annually, the minimum share ownership for a non-employee director is calculated as follows: shares required to equal a value of ten times the annual retainer divided by the average daily closing share price for the 30 calendar days ending on December 31. Once achieved (following all permissible dispositions under the guidelines), this minimum share value ownership threshold must be maintained throughout the year going forward. Shares that count toward the ownership requirement include: shares owned outright or otherwise beneficially owned; shares purchased in the open market or inherited; shares acquired through our employee stock purchase plan; vested restricted stock; vested RSUs, performance shares and performance units, including such shares or units that have been deferred into our Deferred Compensation Plan; and shares issued from the exercise of vested options. As of December 1, 2023, each of our non-employee directors was in compliance with these guidelines.
Director Compensation | 2024 Proxy Statement 29




Executive
Compensation


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Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides information regarding our executive compensation programs during fiscal year 2023 for the following executive officers of Adobe:
Shantanu Narayen
Chair and Chief Executive Officer (“CEO”)
Daniel DurnChief Financial Officer and Executive Vice President, Finance, Technology Services and Operations
Anil ChakravarthyPresident, Digital Experience Business
David WadhwaniPresident, Digital Media Business
Scott Belsky
Chief Strategy Officer and Executive Vice President, Design and Emerging Products
________________________
*    Mr. Belsky was named Chief Strategy Officer and Executive Vice President, Design and Emerging Products in March 2023. Prior to March 2023, he served as Executive Vice President, Creative Cloud and Chief Product Officer.
These executive officers are referred to in this Compensation Discussion and Analysis and in the accompanying compensation tables as our NEOs.
This Compensation Discussion and Analysis describes the material elements of our executive compensation programs for our executive officers during fiscal year 2023. It also provides an overview of our executive compensation philosophy, including our principal compensation programs. Finally, it analyzes how and why the Executive Compensation Committee of our Board (the “Committee”) made its compensation decisions for our executive officers, including our NEOs, in fiscal year 2023. For a summary of our fiscal year 2023 financial performance and business highlights, see the section titled “Proxy Summary—Fiscal Year 2023 Financial Highlights.”
Highlights of Executive Compensation Programs
Our executive compensation programs are designed by the Committee to directly tie the amounts realized under our incentive compensation programs by our executive officers to the achievement of our key strategic performance objectives, returns to our stockholders and the creation of sustainable long-term stockholder value. Over the years, we have evolved our executive compensation programs while maintaining a compensation philosophy aimed at achieving strong alignment between our long-term strategic goals and our stockholders’ interests. Our fiscal year 2023 compensation programs continued to reflect this philosophy, and the incentive compensation earned by our executive officers reflected our business achievements.
Continued Emphasis on Pay for Performance
In fiscal year 2023, 90% of our CEO’s target total direct compensation was comprised of long-term equity awards. Further, a substantial percentage (70%) of our CEO’s long-term equity awards are performance-based, and the remainder (30%) of such equity awards are time-based RSUs that vest according to a four-year vesting schedule.
Unless we achieve the target goals for the performance share awards, including a 55th-percentile relative TSR rank over the three-year performance period of the 2023 Performance Share Program, our CEO and other NEOs will not realize the full intended value of their long-term incentive compensation. Further, because Adobe common stock underlies our equity-based compensation awards, the immediate value of these awards is subject to fluctuations in our stock price, strongly aligning the interests of our executive officers, including our CEO, with those of our stockholders.
Executive Compensation | 2024 Proxy Statement 31

Our annual cash incentive plan is similarly designed to align our NEOs’ cash incentives with strong Company financial performance, with cash incentives payable only if certain threshold corporate performance goals are met.
Our pay-for-performance philosophy is reflected in the pie charts below, which depict the composition of our CEO and the average of our other NEOs’ target total direct fiscal year 2023 compensation:
CEO and All Other NEOs’ Target Pay Mix for Fiscal Year 2023(1)
neopaymix.jpg
________________________
(1)    The mechanism for calculating target equity award values is described in detail in the section titled “Equity Incentives—Equity Compensation Mix.” The amounts shown for all other NEOs represent their average target pay mix. For the actual grant date fair value of equity awards, computed in accordance with stock-based compensation accounting principles, please see the section titled “Executive Compensation—Summary Compensation Table for Fiscal Years 2023, 2022 and 2021” as well as the related discussion about the calculation of such amounts set forth below under the sections titled “Equity Incentives—Target Values and Grants in Fiscal Year 2023” and “Accounting and Tax Considerations.”
Changes to Our Compensation Programs in Fiscal Years 2023 and 2024
The Committee reviews our executive compensation programs each year. In evaluating our executive compensation programs for fiscal years 2023 and 2024, the Committee considered feedback from stockholders and the results of our annual stockholder advisory vote on NEO compensation. The following table summarizes the evolution of our executive compensation programs for fiscal years 2022, 2023 and 2024.
Fiscal Year 2022 Design
Fiscal Year 2023 Design
Fiscal Year 2024 Design
Annual Cash Incentive Plan
Financial Performance Result determined by:
GAAP revenue and non-GAAP EPS performance against fiscal year operating plan targets

Financial Performance Result determined by:
GAAP revenue and non-GAAP EPS performance against fiscal year public guidance
Long-Term Performance Share Program
Performance based on two equally weighted metrics:
relative TSR over the three-year performance period
a Net New Sales Goal, combining Digital Media net new ARR and Digital Experience subscription revenue growth compared against public guidance determined at the beginning of each fiscal year, over each of three one-year periods

Earned performance shares vest after the full three-year performance period has concluded

RSU Award Vesting
25% vesting on the first anniversary of the vesting commencement date and 6.25% quarterly thereafter
6.25% vesting quarterly over four years
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For fiscal year 2023, taking into consideration feedback from its independent compensation consultant regarding market trends, the Committee approved a change in the vesting of annual RSU awards to our executive officers to align with peer practices. Annual RSUs (beginning with the fiscal year 2023 grants) vest quarterly over four years, instead of vesting 25% on the first anniversary of the vesting commencement date and 6.25% quarterly thereafter.
For fiscal year 2024, the Committee updated our 2024 Executive Annual Incentive Plan to base the Company’s financial performance result targets on our publicly announced fiscal year 2024 financial guidance provided in December 2023, instead of our annual operating plan, to provide greater transparency in response to feedback from stockholders. The Committee did not make any other major changes to our fiscal year 2024 compensation programs.
Compensation Programs Results
ANNUAL CASH INCENTIVE PLAN
100% payout of target award under our 2023 Annual Cash Incentive Plan
LONG-TERM PERFORMANCE SHARE PROGRAM
2021 Performance Share Program Payout
FY 2023 Net New Sales Goal Attainment Percentage
83%
133%
for the fiscal year 2023 Net New Sales Goal under each of the 2022 and 2023 Performance Share Programs
For further information regarding our fiscal year 2023 compensation programs decisions and results, see the section titled “Fiscal Year 2023 Compensation Decisions and Results” below.
Compensation Philosophy and Objectives
Guiding Principles
We are focused on our mission to change the world through digital experiences. For us to be successful, we must attract and retain a high-caliber executive team who can help us achieve this mission. We believe that the skills, experience and dedication of our executive officers are critical factors that contribute directly to our operating results, thereby enhancing stockholder value. We achieve our objectives through our compensation programs that are designed to:
provide competitive compensation opportunities that attract and retain top talent with the skills necessary for us to achieve our business objectives and motivate our executive officers to deliver the highest level impact and results for Adobe;
deliver a substantial majority of our executive officers’ pay through performance-based incentives to align the interests of our executive officers with those of our stockholders in the overall success of Adobe;
encourage our executive officers to focus on our Company priorities;
reward and motivate strong individual performance with commensurate levels of compensation;
avoid encouraging undue risk-taking by our executive officers; and
create direct alignment with our stockholders in the overall success of Adobe by providing equity ownership.
Executive Compensation Policies and Practices
We believe our executive compensation programs have been effective at driving the achievement of our target financial and strategic results, appropriately aligning executive pay and corporate performance and enabling us to attract and retain top executives within our industry. See the section titled “Proxy Statement Summary—Executive Compensation Highlights” for more information on our executive compensation practices.
Executive Compensation | 2024 Proxy Statement 33

Fiscal Year 2023 Compensation Programs Design
Overview
Our executive compensation programs include cash compensation, in the form of base salary and an annual cash incentive opportunity, and long-term equity incentive awards, in the form of our performance share program and grants of RSUs. To a lesser extent, to attract and retain key talent, we also provide certain other benefits and limited perquisites to our NEOs, as described further below. The following table illustrates the objectives we believe are furthered by each element of our compensation programs.
Compensation Elements and Objectives
Objectives
Compensation
Element
DescriptionAttract/Retain Key PerformersReward
Short-Term
Performance
Reward
Long-Term
Performance
Base Salary
Base salary provides market competitive compensation in recognition of role and responsibilities.ü
Annual 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 through the achievement certification date.
üü
Long-Term Equity Incentives
Equity incentives are awarded upon hire and then typically annually thereafter. Awards are both performance-based and time-based, each earned and/or vesting over multiple years, aligning employee interests with stockholder interests.
üü
Process for Determining Compensation
The Committee considered a number of factors in setting our NEOs’ fiscal year 2023 target total direct compensation (base salary, target annual cash incentives and target long-term equity value) (“TDC”), including: competitive pay practices reflected in the peer group data; each NEO’s contribution to Adobe; the scope, complexity and capabilities required of each NEO’s position; Company and individual performance; anticipated future contributions; internal pay equity; pay trends; and historical pay levels. In considering peer group data, since our fiscal year begins earlier than most of our peer companies, our target TDC attempts to anticipate what the competitive compensation positioning for each role will be for the coming fiscal year.
In setting the mix among the different elements of executive compensation, we do not target specific allocations, but generally emphasize performance-based compensation for both cash and equity. Our NEOs’ TDC is also comprised of less total target cash compensation (base salary and target cash incentives) than total target equity compensation. Such allocation between cash and equity reflects our belief that a significant portion of our NEOs’ compensation should be based on Company and individual performance, as well as service requirements, to increase alignment with our stockholders’ interests and motivate performance that creates sustainable long-term stockholder value. Since our actual performance can deviate from the predetermined target goals, our compensation structure creates both upside opportunities and downside risks and the amount of compensation actually earned will likely differ from the target allocations.
We generally align our compensation strategy with the practices of our peer group when possible and to the extent consistent with our business model. Our executive compensation programs focus on linking pay to performance and reinforcing the alignment of our NEOs’ interests with those of our stockholders. If results do not meet our expectations, our NEOs will receive compensation that is below target levels and may be below market in comparison to our peer group. Similarly, when superior results are achieved, our NEOs may receive compensation that is above target levels and above market. For more information, see the section titled “Fiscal Year 2023 Compensation Decisions and Results—Realizable Pay” below.
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Base Salary
Base salary is used to provide our executive officers with a competitive amount of fixed annual cash compensation. The Committee sets base salaries for our NEOs after considering the scope, complexity and capabilities required of each NEO’s position, competitive market conditions, past performance and internal pay equity.
Cash Incentives
2023 Cash Incentive Plan
We provide our NEOs with the opportunity to earn an annual cash incentive. Our 2023 Executive Annual Incentive Plan (the “2023 Cash Incentive Plan”) continued to be designed to align our NEOs’ annual cash incentives with the Company’s financial performance. The Committee approved the 2023 Cash Incentive Plan to drive revenue growth, encourage accountability, drive execution of short-term priorities tied to long-term strategy and annual operating plan objectives and recognize and reward our executive officers upon the achievement of certain objectives. As in past years, awards under our 2023 Cash Incentive Plan are calculated based on (1) a corporate performance result, which is comprised of a financial performance result and a discretionary strategic performance adjustment that can result in the corporate performance result being adjusted up or down, and (2) an individual performance result.
As in fiscal year 2022, for fiscal year 2023, two threshold goals must be met before our NEOs were eligible to receive any cash incentive amounts under the 2023 Cash Incentive Plan: the Company must exceed 90% of each of its annual (1) GAAP revenue target and (2) non-GAAP EPS target, as set forth in our fiscal year 2023 Operating Plan (the “Operating Plan”).
The dollar value of each participant’s award is calculated according to the below formula:
EAIPplandesign.jpg
________________________
(1)    Ranges from 0% to 130%
(2)    Ranges from 0% to 150%
(3)    Capped at 100% of target in the event the Financial Performance Result is below 90%. To earn any award, the Company must achieve the two threshold goals set forth above.
Corporate Performance Result
The “Corporate Performance Result” (expressed as a percentage ranging from 0% to 155%) was based on (1) the financial performance of the Company in fiscal year 2023 (the “Financial Performance Result”) and (2) a discretionary strategic performance adjustment of up to 25 percentage points up or down based on the Committee’s assessment of the Company’s performance against its corporate priorities and objectives during the performance period (the “Strategic Performance Adjustment”).
We include financial performance measures in our cash incentives to measure our success in meeting internal annual financial performance goals for revenue and profitability, which we believe drive long-term value creation. As in fiscal year 2022, for fiscal year 2023, the Financial Performance Result is based on our GAAP revenue and non-GAAP EPS performance against the Operating Plan targets approved by our Board. The Committee and our management team believe that our Financial Performance Result metrics are strong indicators of the forward-looking health of Adobe’s business.
Executive Compensation | 2024 Proxy Statement 35

A table showing the relationships between financial performance, as a percentage of the Operating Plan targets, and the funding results under the 2023 Cash Incentive Plan can be found in Exhibit 10.5 to the Current Report on Form 8-K Adobe filed with the SEC on January 26, 2023.
Individual Performance Result
The “Individual Performance Result” (expressed as a percentage ranging from 0% to 150%) is based on the Committee’s assessment of each participant’s individual performance including, without limitation, achievement of individual goals set by the Committee at the outset of the fiscal year relating to: (1) strategy, innovation and execution; and (2) our people, organization and culture, including diversity and inclusion.
The individual goals were selected by the Committee in consultation with our CEO (other than with respect to his own goals) in January 2023, and the Committee reviewed the achievement of such individual goals for each NEO to determine the NEO’s Individual Performance Result. For our CEO and other NEOs, the individual goals for fiscal year 2023 are also shown in the table below and were specifically tailored to the functions led by each NEO and aligned to the achievement of our overall Operating Plan. Since Mr. Belsky transitioned to his new role as Chief Strategy Officer and Executive Vice President, Design and Emerging Products in March 2023, the Committee approved the revised individual performance goals for fiscal year 2023 set forth below. In addition to the individual goals below, the Committee approved people, organization and culture goals that apply to all of our NEOs: (1) role model a culture of feedback, learning and growth; (2) continue to make progress toward our representation goals; and (3) communicate, inspire and engage to activate our values and culture.
Executive OfficerIndividual Performance Goals
Shantanu Narayen
CHAIR AND CHIEF EXECUTIVE OFFICER
Drive growth and innovation for key strategic initiatives across Creative Cloud, Document Cloud and Digital Experience; drive strategy for key product developments; invest in strategic relationships with customers and partners; and focus on continuity of strategy, execution and leadership.
Daniel Durn
CHIEF FINANCIAL OFFICER AND EVP, FINANCE, TECHNOLOGY SERVICES AND OPERATIONS
Implement key strategic initiatives to increase revenue and deliver cost efficiencies; execute on core infrastructure improvement initiatives; and direct finance organization on delivering greater insights and impact.
Anil Chakravarthy
PRESIDENT, DIGITAL EXPERIENCE BUSINESS
Drive critical product initiatives for Digital Experience, Adobe Experience Platform and connected applications; improve marketing execution and efficiency for Digital Experience; define and implement content supply chain along with Digital Media team; and drive global expansion strategies for Digital Experience.
David Wadhwani
PRESIDENT, DIGITAL MEDIA BUSINESS
Advance critical strategic initiatives for Digital Media, including key product initiatives for Photoshop, Adobe Express and Acrobat; drive strategy for generative technology pipeline; define and implement content supply chain with Digital Experience team; and execute go-to-market strategies for new products.
Scott Belsky
CHIEF STRATEGY OFFICER AND EVP, DESIGN AND EMERGING PRODUCTS
Drive refinements to long-term vision and growth strategy; foster a design-driven approach to strategy and product development; advance alignment on key product strategic initiatives; drive strategy for M&A and venture investments; and drive advancements for Adobe Stock, Behance and 3D.
Individual Target Cash Incentive
At the beginning of the fiscal year, the Committee establishes an individual target cash incentive for each NEO, which is equal to a percentage of his or her base salary. In setting the target cash incentive level for fiscal year 2023, the Committee considered each NEO’s target total cash opportunity against the peer group data provided by its independent compensation consultant, internal pay equity and the roles and responsibilities of each NEO. The Committee set the fiscal year 2023 target annual cash incentive opportunity for each NEO at the same percentage as their target opportunity for fiscal year 2022. Each of their target opportunities remained in our target range when compared with our peer group.
Calculation of Awards
Once each component described above is certified by the Committee, the award earned by each participant is determined using the formula above, provided that the two threshold goals described above are met and that each participant’s award cannot exceed his or her target annual cash incentive opportunity if the Financial Performance Result is
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not at least 90%. If these thresholds are met, each participant would be eligible to earn a maximum award of up to 200% of the participant’s target annual cash incentive opportunity, based on corporate and individual performance results. Amounts paid under the 2023 Cash Incentive Plan are subject to recoupment from participants in accordance with our applicable clawback policy. Fiscal year 2023 results and payouts are set forth below under the section titled “Fiscal Year 2023 Compensation Decisions and Results—Cash Incentives.”
Other Cash Incentives
From time to time, the Company may grant one-time signing bonuses to certain executive officers, in recognition of the need to attract top talent for key executive roles. No such bonuses were granted in fiscal year 2023.
Equity Incentives
Goals of Equity Compensation
We use equity compensation to motivate and reward strong corporate performance and to attract and retain valued employees. We believe that equity awards serve to align the interests of our NEOs with those of our stockholders by rewarding them for growing the value of the Company.
Equity Compensation Mix
In fiscal year 2023, the Committee differentiated between our CEO’s and Presidents’ (Messrs. Chakravarthy and Wadhwani) target mix of equity incentive awards and that of the rest of our NEOs. In prior years, the Committee only differentiated our CEO’s target mix of equity incentive awards from other executives’ awards. The target mix of ongoing annual equity incentive awards to our CEO and Presidents for fiscal year 2023 consists of 70% performance share awards and 30% time-based RSUs, in order to closely align our CEO and Presidents with our stockholders’ interests by having a large proportion of their target TDC vary with Company performance. The target mix of equity incentive awards to our NEOs, other than our CEO and Presidents, remained unchanged for fiscal year 2023 at 50% performance share awards and 50% time-based RSUs. The Committee determined that this mix of equity compensation would appropriately balance and meet our compensation objectives, as described in the table below. On January 24, 2023, the Committee calculated the target values for equity awards to achieve this desired mix, based on a price of $345.21 per share, the average of the closing price per share of our common stock for the 10 calendar days ending on, and including, January 20, 2023. Based on this price per share, the total desired number of targeted shares was determined and then split, as applicable, between performance shares and time-based RSUs, each rounded up to the nearest whole share.
Fiscal Year 2023 Mix of Annual Equity Incentive Awards
Type of Equity
(Allocation Percentage)
DescriptionObjectives/Dilutive Effect
Vesting(1)
Performance Share Awards
(CEO and Presidents ~70%, Other NEOs ~50%)
Stock-settled awards subject to performance- and time-based vesting conditions; three-year cliff performance period determines the total number of shares earned and vested, 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 both (i) a three-year performance goal tied to long-term stockholder returns and (ii) annual Net New Sales goals, while also providing a strong retention incentive, requiring continuous employment to vest; provide significant incentive to grow our stock price and achieve revenue growth; and use fewer shares than stock options, so less dilutive
Performance shares vest upon the certification of all performance results following a three-year performance period
Time-Based RSUs
(CEO and Presidents ~30%, Other NEOs ~50%)
Stock-settled awards subject to time-based vesting conditions; no purchase cost to executive, so awards always have value, if earnedProvide 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 dilutive
Vest 6.25% quarterly over a period of four years
_________________________
(1)    Our NEOs’ equity awards are also subject to certain accelerated vesting provisions as described under the sections titled “Severance and Change of Control Compensation” and “Grants of Plan-Based Awards in Fiscal Year 2023—Narrative Summary to
Executive Compensation | 2024 Proxy Statement 37

Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2023 Table—Effect of Death and Disability on Equity Compensation Awards.
2023 Performance Share Program
Shares may be earned under the 2023 Performance Share Program based on the achievement of both (1) objective relative TSR over a three-year performance period (the “TSR Goal”) and (2) a Net New Sales goal (the “Net New Sales Goal”) measured and determined annually, but with no shares vesting until after the end of the full three-year performance period. The Net New Sales Goal was first added to our Performance Share Program in fiscal year 2022 in response to stockholder feedback and peer company practices to better align our NEOs’ financial incentives with the Company’s financial performance, strategic priorities and objectives and to allow the Committee to reward performance that may not be immediately reflected in our stock price. The Committee believes that annual performance goals under the Net New Sales Goal, rather than a three-year goal, allows the Committee to set more aggressive goals and measure performance in a manner that reflects the dynamic nature of our business and the Company’s long-term trajectory over that three-year period. Together, the two metrics balance absolute performance (i.e., Net New Sales) with that of relative performance (i.e., relative TSR) to ensure that the Company performs well relative to peer group companies while also rewarding achievement of metrics that are strong indicators of the forward-looking health of Adobe’s business.
Each performance goal is weighted 50% and achievement of each goal is determined independent of the other. Participants can earn between 0% and 200% of the total target number of performance shares granted to them under the 2023 Performance Share Program. The chart below shows the overlapping performance periods of the three Performance Share Programs active during fiscal year 2023 and the performance metrics and weightings applicable to each Performance Share Program.
20212022202320242025
2021 Performance Share Program
Relative TSR over 3 years (100%)
Vests after 3-year performance period
2022 Performance Share Program(1)
Relative TSR over 3 years (50%)
Net New Sales over 1 year (16.67%)Net New Sales over 1 year (16.67%)Net New Sales over 1 year (16.67%)
Vests after 3-year performance period
2023 Performance Share Program(1)
Relative TSR over 3 years (50%)
Net New Sales over 1 year (16.67%)Net New Sales over 1 year (16.67%)Net New Sales over 1 year (16.67%)
Vests after 3-year performance period
________________________
(1)    The Net New Sales Goal is determined and measured annually over each of three consecutive fiscal years. The TSR Goal is based on achievement measured over a three calendar-year period. The Committee will assess whether our NEOs achieve each performance metric independently of the other. No awards vest until after the end of the full three-year period under the applicable Performance Share Program.
TSR Goal
Achievement of the TSR Goal is based on the relative TSR of our common stock during a three-year performance period, comprised of calendar years 2023 through 2025, compared to that of companies that comprise the Nasdaq 100 Index as of January 1, 2023, excluding the second class of stock for any company with dual-classes of stock (the “Index Companies”). The TSR of Adobe and each Index Company will first be measured as the 90 consecutive calendar day average closing sales price for the period ending on, and including, December 31, 2022 and then compared to the 90 consecutive calendar day average closing sales price for the period ending on, and including, December 31, 2025.
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No shares under the TSR Goal will be awarded if Adobe’s relative TSR performance ranks below the 25th percentile for the performance period. Additionally, regardless of Adobe’s position with respect to the Index Companies, each NEO’s award with respect to the TSR Goal will be capped at 100% of target if Adobe has a negative absolute TSR over the performance period. This relative TSR Goal creates accountability since the payout depends upon our stockholder return exceeding the stockholder return of other companies in the Nasdaq 100 Index, which the Committee and Adobe’s management believe represents the most relevant market benchmark for Adobe’s performance.
The number of performance shares earned with respect to the TSR Goal is calculated based on the formula below, and will decrease by 2.07% for every percentile that Adobe’s relative TSR percentile rank is below the 55th percentile of the Index Companies, subject to the limitations in the chart below. The number of performance shares earned will increase by 2.86% for each percentile that Adobe’s relative TSR percentile rank is above the 55th percentile of the Index Companies, subject to the limitations in the chart below.
Company Percentile Rank as Compared to Index Companies
Shares of Stock That May Be Earned
as a Percentage of Target Shares for the TSR Goal
(“Percentage Payout”)
Below 25th
0%
(1)
25th
38%
35th
59%
55th (Target Percentile)
100%(2)
75th
158%
90th and Above
200%(3)
_________________________
(1)    A threshold percentile rank of 25% is required before any performance shares can be earned.
(2)    The maximum number of performance shares that may be earned at the 55th percentile or higher is capped at 100% of target if Adobe’s absolute TSR is negative.
(3)    The maximum number of shares that may be earned is 200% of target, if Adobe’s absolute TSR is positive.
Net New Sales Goal
Achievement of the Net New Sales Goal is based on (1) net new annualized recurring revenue (“ARR”) in Digital Media and (2) subscription revenue growth in Digital Experience, determined and measured annually over a three-year performance period comprised of our fiscal years 2023 through 2025. The Net New Sales Goal is determined annually by the Committee for each fiscal year in the performance period, and the level of achievement of the goal is certified by the Committee following the applicable fiscal year. However, no amount certified as earned will be vested or payable until after the full three-year performance period has concluded. As described in our Annual Report on Form 10-K for the fiscal year ended December 1, 2023, we define Digital Media ARR as the sum of Creative ARR and Document Cloud ARR. We define Creative ARR as the sum of (a) the annual value of Creative Cloud subscriptions and services, plus (b) the annual contract value of Creative Enterprise Term License Agreements. We define Document Cloud ARR as the sum of (a) the annual value of Document Cloud subscriptions and services, plus (b) the annual contract value of Document Cloud Enterprise Term License Agreements.
To earn any shares based on the Net New Sales Goal, the Company must either meet or surpass 70% of the midpoint of public guidance provided at the beginning of the respective fiscal year. Adjustments will automatically be made to the calculation of the achievement of the Net New Sales Goal to exclude the effect of material mergers and acquisitions and foreign currency fluctuations, whether the impact is positive or negative, that occur during an applicable fiscal year.
Achievement of the Net New Sales Goal for fiscal year 2023 is calculated based on the following chart, which is set by the Committee each year, with interpolation applying for amounts falling within the percentages below. One-third of the total target shares attributable to the Net New Sales Goal can be earned for any single fiscal year in the performance period, based on the following chart (i.e., approximately 16.67% of the total target shares granted under the 2023 Performance Share Program to an NEO can be earned under the Net New Sales Goal for each fiscal year in the performance period, but any such shares will only be paid upon vesting after the third anniversary of the grant date):
Executive Compensation | 2024 Proxy Statement 39

Net New Sales as a Percentage of Target for Fiscal Year 2023 (1)
Shares of Stock That May Be Earned
for Fiscal Year 2023 (as a Percentage of Target Shares under the Net New Sales Goal applicable to each fiscal year)
(“Percentage Payout”)
70% and Below
0%
75%
15%
95%
75%
100%
105%
105%
125%
120% and Above
200% (2)
_________________________
(1)    Target is based on the midpoint of public guidance for fiscal year 2023. Percentages will be rounded to the nearest tenth of a percentage.
(2)    The maximum shares that may be earned under the Net New Sales Goal in a fiscal year is 200% of target.
Vesting and Payout
The Committee will certify the actual performance achievement of each Net New Sales Goal after each applicable fiscal year and will certify achievement of the TSR Goal after the end of the three calendar-year performance period. All earned performance shares will vest after the full three-year performance period has concluded. Accordingly, the performance shares align our NEOs’ interests with those of our stockholders over the long term while also providing key retention incentives, as the shares will only be awarded if an NEO continues to provide services to Adobe (or an affiliate) until the applicable vesting date. Moreover, the design of our Performance Share Program strengthens our retention incentives for executive officers at times when the Company is generating favorable stockholder returns and achieving financial goals that support our long-term corporate priorities. The Committee believes in the importance of balancing absolute performance (i.e., Net New Sales) with that of relative performance (i.e., relative TSR) to ensure that the Company performs well relative to benchmark companies while also rewarding achievement of metrics that are strong indicators of the forward-looking health of Adobe’s business.
Progress on the 2023 Performance Share Program for fiscal year 2023 is set forth below in the section titled “Fiscal Year 2023 Compensation Decisions and Results—Progress on 2023 and 2022 Performance Share Programs.”
2023 RSU Program
Recognizing that a substantial portion of our NEOs’ compensation is performance-based, the Committee grants time-based RSUs to our NEOs in order to satisfy our retention objectives and promote continuity in our business. The RSUs granted in fiscal year 2023 vest quarterly over four years. Accordingly, our RSU program provides our NEOs with strong incentives to remain employed by Adobe, while providing additional rewards for growth in our stock price with less dilution to the Company than time-based stock options, which were not granted by Adobe to any NEO in fiscal year 2023.
Fiscal Year 2023 Compensation Decisions and Results
Base Salary
For fiscal year 2023, the Committee reviewed the base salaries of our NEOs, comparing their salaries to the base salary levels at the companies in our peer group, as well as considering the roles and responsibilities, performance and potential performance of our NEOs and their mix of other compensation elements (cash and equity incentives). Taking into account that the base salary level of each of Messrs. Durn, Chakravarthy, Wadhwani and Belsky were below comparable salary levels at our peer companies, the Committee approved base salary increases for each of our NEOs, other than Mr. Narayen, to better align their salary levels with our peer companies. The salary adjustments for fiscal year 2023 are set forth in the table below and became effective on February 6, 2023. The Committee did not increase the salary for Mr. Narayen in fiscal year 2023 as the Committee continued to believe that his base salary was appropriate, given his role, capabilities and experience.
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Fiscal Year 2023 Base Salaries
Name
Fiscal Year 2023
Salary
($)
Fiscal Year 2022
Salary
($)
Shantanu Narayen$1,500,000 $1,500,000 
Daniel Durn$900,000 $850,000 
Anil Chakravarthy$800,000 $750,000 
David Wadhwani$800,000 $750,000 
Scott Belsky$725,000 $700,000 
Cash Incentives
Annual Cash Incentive Plan
In January 2023, the Committee approved the 2023 Cash Incentive Plan to drive revenue growth and profitability, encourage accountability, drive execution of short-term priorities tied to long-term strategy and annual Operating Plan objectives and recognize and reward the Company’s executive officers upon the achievement of certain objectives. The Committee set threshold, target and maximum performance levels for these goals that were based on our overall Operating Plan.
In fiscal year 2023, we achieved $19.41 billion of revenue and diluted earnings per share (“EPS”) of $11.82 on a GAAP basis, and $16.07 on a non-GAAP basis, exceeding both threshold performance levels. (See Annex A for a reconciliation of non-GAAP financial measures to the most comparable GAAP measures.) According to the matrix included as Exhibit A to the 2023 Cash Incentive Plan, as set forth in Exhibit 10.5 to our Current Report on Form 8-K filed with the SEC on January 26, 2023, the GAAP revenue and non-GAAP EPS performance resulted in a Financial Performance Result of 100%. The Committee elected to not exercise its discretion to make a Strategic Performance Adjustment.
The Committee monitored each NEO’s individual performance on a periodic basis during the fiscal year and measured total achievement at fiscal year end. Based on the Committee’s assessment of each NEO’s individual performance during the fiscal year, including progress against the individual goals shown above, the Committee determined the individual performance assessment for the NEOs as shown in the table below.
Name
Individual
Performance
Result
Corporate
Performance
Result
Actual Award
Payout
(% of Target Award)
Shantanu Narayen100%x100%=100%
Daniel Durn100%x100%‘=100%
Anil Chakravarthy100%x100%=100%
David Wadhwani100%x100%=100%
Scott Belsky100%x100%=100%
Executive Compensation | 2024 Proxy Statement 41

The following table shows the calculation of the individual cash bonuses awarded by the Committee based on the formulas set forth above:
Fiscal Year 2023 Cash Incentive Plan Bonus
Name
Weighted Base Salary(1)
($)
Target Cash
Incentive
(%)
Target Cash
Incentive
($)
Actual Award
Payout
(%)
Actual Cash Incentive Earned
($)
Shantanu Narayen$1,500,000 200 %$3,000,000 100 %$3,000,000 
Daniel Durn$891,071 100 %$891,071 100 %$891,071 
Anil Chakravarthy
$791,071 100 %$791,071 100 %$791,071 
David Wadhwani$791,071 100 %$791,071 100 %$791,071 
Scott Belsky$720,536 100 %$720,536 100 %$720,536 
________________________
(1)    Base salary adjustments for Messrs. Durn, Chakravarthy, Wadhwani and Belsky took effect on February 6, 2023 and their target cash incentives were prorated from the effective date of the adjustments.
Other Cash Incentives
In recognition of the need to attract top talent for key executive roles and the responsibilities of the positions and the experience of each individual, the Committee granted a one-time signing bonus to Mr. Wadhwani when he joined Adobe during fiscal year 2021. Mr. Wadhwani’s signing bonus of $5,000,000 was payable in equal installments over three years, subject to his continued employment on each payment date, and the final annual installment was paid during fiscal year 2023. Each installment is subject to reimbursement if Mr. Wadhwani’s employment terminates within 12 months of a payment, with the amount reimbursable reduced by 1/12 for each full month of employment from the initial payment date with respect to the first installment and reduced by 1/12 for each full month of employment from the first or second anniversary of the initial payment date, as applicable, for the second and third installments.
Equity Incentives
Target Values and Grants in Fiscal Year 2023
For fiscal year 2023, the Committee, with input from its independent compensation consultant, management and our CEO, took a number of factors into account in determining the target value of the equity compensation opportunity for each of our NEOs (though our CEO did not participate in determinations regarding his target value). Among these factors were the individual performance of the executive officers, peer group positioning, internal pay equity, our employee retention objectives and the other factors for determining compensation discussed under the section titled “Compensation Philosophy and Objectives” above.
The following table sets forth the total target value of equity awards for each NEO determined by the Committee, as well as the resulting number of performance shares (at target and maximum performance) and RSUs granted to each of our NEOs in January 2023. Note that this table reflects the values targeted by the Committee. With regard to peer group positioning, the Committee reviews the value of equity awards in the aggregate because of the different mix of equity awards granted by our peers and the aggregated manner in which this data is presented in the peer group analyses. The actual grant date fair values of these equity awards, computed in accordance with stock-based compensation accounting principles, are set forth in the section titled “Executive Compensation—Summary Compensation Table for Fiscal Years 2023, 2022 and 2021.” As discussed below and in the section titled “Accounting and Tax Considerations” below, the grant date fair values reported in the Summary Compensation Table for fiscal year 2023 differ from the target values shown below.
For more information on equity awards granted during fiscal year 2023, see the “Executive Compensation—Grants of Plan-Based Awards in Fiscal Year 2023” table and the accompanying narrative.
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Equity Awards Granted by the Committee During Fiscal Year 2023
Performance Share Program(1)
Name
Total Target Value of Equity Award(2)(3)
($)
Target
Award(4)
(#)
Maximum
Award
(#)
RSU
Award
(#)
Shantanu Narayen$40,500,000 82,124 164,248 35,196 
Daniel Durn$12,500,000 18,105 36,210 18,105 
Anil Chakravarthy$14,000,000 28,389 56,778 12,167 
David Wadhwani$14,000,000 28,389 56,778 12,167 
Scott Belsky$11,000,000 15,933 31,866 15,933 
_________________________
(1)    Achievement of goals for performance shares granted in fiscal year 2023 will be certified by the Committee following the completion of the applicable three-year performance period. The amounts in the table reflect the total number of performance shares granted for the three-year performance period at target and maximum, and, therefore, are not the same as the amounts reported in the “Executive Compensation—Grants of Plan-Based Awards in Fiscal Year 2023” table, which are determined in accordance with financial accounting rules as described in footnote 3.
(2)    Total target equity value for each NEO is allocated between performance shares and RSUs as described above under the section titled “Fiscal Year 2023 Compensation Programs Design—Equity Incentives—Equity Compensation Mix.”
(3)    Total target value reported in this table applies to the target value of the entire equity award granted to each NEO. The value differs from the grant date fair value amounts reported for the NEOs for fiscal year 2023 in the Summary Compensation Table under the “Stock Awards” column. Under financial accounting rules, the grant date fair value for a performance award is not determined until the fiscal year in which the performance metrics are established. Under the 2023 Performance Share Program, 50% of the total target performance share awards are subject to Net New Sales Goals that are annually determined by the Committee for each of fiscal years 2023, 2024 and 2025. Accordingly, for the Net New Sales portion of the award, only the grant date fair value for the fiscal year 2023 Net New Sales Goal is reflected in the Summary Compensation Table for fiscal year 2023. The grant date fair value for the portion of the performance share awards subject to relative TSR over the three-year performance period has been determined and, therefore, is reported in the Summary Compensation Table for fiscal year 2023. In addition, the amount reported in the Summary Compensation Table for fiscal year 2023 includes the grant date fair value of the fiscal year 2023 Net New Sales Goal under the 2022 Performance Share Program. Please see the section above titled “Fiscal Year 2023 Compensation Programs Design—2023 Performance Share Program” for a description of the program.
(4)    The TSR Goal applies to 50% of the award and the Net New Sales Goal applies to 50% of the award.
2021 Performance Share Program Results and Payouts
The three-year performance period under Adobe’s 2021 Performance Share Program concluded at the end of our 2023 fiscal year. Under this program, shares were earned by eligible participants based on a single objective financial measure—relative TSR (compared against the companies in the Nasdaq 100 Index at the beginning of the performance period) over a three-year performance period. If Adobe’s absolute TSR was positive, the Company's achievement of a percentile rank that exceeded the 50th percentile would increase the number of shares of stock that would be earned by increments of 2.5%, rounded up to the nearest whole percent, calculated using that formula and the table below.
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
0%
(1)
25th
38%
35th
63%
50th
100%
(2)
75th
163%
90th and Above
200%
(3)
_________________________
(1)    A threshold percentile rank of 25% was required before any performance shares could be earned.
Executive Compensation | 2024 Proxy Statement 43

(2)    The maximum number of performance shares that could have been earned at the 50th percentile or higher was capped at 100% of target if Adobe’s absolute TSR was negative.
(3)    The maximum number of shares that may be earned was 200% of target if Adobe’s absolute TSR was positive.
At the end of the performance period, there were 94 (out of the initial 100) companies remaining in the Nasdaq 100 Index with measurable TSR against whom relative TSR performance was calculated for the 2021 Performance Share Program. During the performance period, the average price of Adobe’s common stock increased from $481.66 to $556.15 (using the 90-calendar day averages preceding the beginning and end of the performance period), and Adobe achieved a total stockholder return of 15%.
The Committee engaged an independent outside consultant to review the data and calculate the results under our 2021 Performance Share Program. With the above performance, our percentile rank among the 94 companies against whom relative TSR performance was compared as of December 1, 2023 was in the 43rd percentile, which resulted in each of the eligible NEO participants being awarded performance shares equal to 83% of the NEO’s target number of shares.
The target, maximum and actual shares earned and awarded to our eligible NEO participants under the 2021 Performance Share Program, as certified by the Committee, are set forth in the following table:
2021 Performance Share Program Results
Name (1)
Target
Award
(#)
Maximum
Award
(#)
Actual
Achievement
(%)
Shares Awarded
(#)
Shantanu Narayen48,789 97,578 83 %40,494 
Anil Chakravarthy9,651 19,302 83 %8,010 
Scott Belsky7,506 15,012 83 %6,229 
________________________
(1)    Messrs. Durn and Wadhwani were not participants in the 2021 Performance Share Program because they were not employed by Adobe at the time the awards were granted.
Progress on 2023 and 2022 Performance Share Programs
2022202320242025
2022 Performance Share Program
Relative TSR over 3 years (50%)
Net New Sales over 1 year (16.67%)
86% payout
Net New Sales over 1 year (16.67%)
133% payout
Net New Sales over 1 year (16.67%)
TBD
Vests after 3-year performance period
2023 Performance Share Program
Relative TSR over 3 years (50%)
Net New Sales over 1 year (16.67%)
133% payout
Net New Sales over 1 year (16.67%)
TBD
Net New Sales over 1 year (16.67%)
TBD
Vests after 3-year performance period
The Net New Sales Goal established for fiscal year 2023 applies to both the 2022 and 2023 Performance Share Programs. For fiscal year 2023, we achieved $1.91 billion in Digital Media net new annualized recurring revenue (“ARR”). We also achieved $451 million in Digital Experience subscription revenue growth on a GAAP basis, or $422 million after adjustment to exclude the effect, either positive or negative, of foreign currency fluctuations (“FX Neutral”). (See Annex A for a reconciliation of non-GAAP financial measures to the most comparable GAAP measures.) As shown in the table below, comparison against public guidance for such amounts determined at the beginning of fiscal year 2023 resulted in 115.9%
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attainment for Digital Media net new ARR and 81.1% attainment for FX Neutral Digital Experience subscription revenue growth. Based on these results, total Net New Sales Goal attainment was 107.6% for fiscal year 2023.
2023 and 2022 Performance Share Programs – Net New Sales Goal Attainment During Fiscal Year 2023
 ($ in millions)
Target from Public FY 2023 Guidance
($)
Actual FY 2023 Results
($)
Attainment (%)
Net New Sales Component
Digital Media Net New ARR
$1,650 $1,913 115.9 %
Digital Experience Subscription Revenue Growth, FX Neutral
$520 $422 81.1 %
Total Net New Sales107.6 %
This will result in a future payout of 133% of target shares associated with the fiscal year 2023 Net New Sales Goal under the 2023 and 2022 Performance Share Programs (“PSPs”) (as shown in the table below). As discussed above, no portion of this amount is payable until the applicable full three-year performance period has concluded and each NEO’s award is subject to such NEO’s continued employment until such date.
Net New Sales Shares Earned During Fiscal Year 2023
2023 Performance Share Program
Net New Sales Shares for FY 2023
2022 Performance Share Program
Net New Sales Shares for FY 2023
Name
Target Number of Shares
(#)
Payout (%)
Actual Number of Shares Earned
(#)
Target Number of Shares
(#)
Payout (%)
Actual Number of Shares Earned
(#)
Shantanu Narayen13,688133 %18,2057,804133 %10,379
Daniel Durn3,018133 %4,0131,616133 %2,149
Anil Chakravarthy4,732133 %6,2931,616133 %2,149
David Wadhwani4,732133 %6,2931,616133 %2,149
Scott Belsky2,656133 %3,5321,616133 %2,149
Realizable Pay
Realizable pay reflects the real value of equity awards and increases or decreases with fluctuations in market value. When determining the annual equity grants to our executive officers in January of each year, the Committee believes it is important to take into account not only the grant date fair values included in our Summary Compensation Table, but also to consider the effect of the year-end value of our stock on those awards over time.
Given that approximately 90% of our CEO’s and 89% of our other NEOs’ target total direct compensation for fiscal year 2023 is equity-based, the Committee and the Company consider it especially important to focus on realizable pay when evaluating the effectiveness of our pay for performance philosophy. For example, decreases in our stock price could cause stock-based awards to have realizable values that are less than what was targeted at the time of grant, including performance periods under our Performance Share Programs potentially closing with no value earned and no dilutive effect to the Company. 
As discussed above, the Committee sets our CEO's target compensation every year in consultation with its independent compensation consultant and with reference to peer company pay practices. Our equity compensation programs are designed to incentivize performance and drive stockholder returns. Equity awards constitute the bulk of our CEO’s target total direct compensation. The following chart demonstrates the relationship between the target and realizable values of our CEO’s total direct compensation and Adobe’s indexed TSR for the past five completed fiscal years. When our stock price increases and generates positive returns for Adobe’s stockholders, the increase impacts an executive officer’s realizable pay during the present fiscal year and for past fiscal years during which the executive officer received equity awards that are held or still subject to vesting. When our stock price decreases, the decrease similarly impacts an executive officer’s realizable pay in fiscal years and can result in realizable total direct compensation being less than target total direct compensation. The following chart demonstrates that our equity compensation programs have been working as intended by the Committee, providing meaningful incentives for Adobe’s executive officers to drive strong stockholder returns relative to our peer group over the long-term and demonstrating a direct correlation between our stock price and realizable pay.
Executive Compensation | 2024 Proxy Statement 45

2748779113581
_________________________
Target TDC: Target TDC is the sum of our CEO’s base salary as disclosed in the Compensation Discussion and Analysis sections of this and prior proxy statements, the target annual incentive amount (which is the target bonus percentage multiplied by the respective base salary) and equity award target grant date values (which is the target award number of shares multiplied by the closing price of Adobe’s common stock on the grant date). No other amounts are included.
Realizable TDC: Realizable TDC is the sum of our CEO’s actual earned base salary, non-equity incentive plan compensation, equity award values of RSUs and performance shares granted (calculated for performance shares as described in the following sentence) with such equity award values multiplied by the closing stock price per share on the last day of fiscal year 2023 of $612.47, and all other compensation disclosed in the Summary Compensation Table for the applicable fiscal year. Equity award values for performance shares are based on: (i) for completed performance periods that began in fiscal years 2019, 2020 and 2021, the number of shares actually issued for the applicable performance period following certification of results; and (ii) for performance periods that began in fiscal years 2022 and 2023 that are not yet complete, (x) target amounts under the relative TSR Goal and (y) for fiscal years 2022 and 2023 for which annual Net New Sales Goals apply in addition to the TSR Goal, the earned amounts for fiscal years 2022 and 2023 under the Net New Sales Goals, reported in the applicable fiscal year, and target amounts under the respective goal for each of the fiscal years that are not yet completed.
Indexed TSR: Indexed TSR is calculated by taking the stock price per share on the last day of fiscal years 2019 to 2023 of $309.53, $477.03, $616.53, $341.53, and $612.47, respectively, and dividing each by the stock price per share on the last day of fiscal year 2018 of $250.89.
Other Benefits, Programs and Policies
Retirement and Deferred Compensation Plan Benefits
We do not provide our employees, including our NEOs, with a defined benefit pension plan, any supplemental executive retirement plans or retiree health benefits, except as required by local law or custom for employees outside the United States. Our NEOs may participate on the same basis as other U.S. employees in our 401(k) Plan with a Company-sponsored match component.
Our executive officers and our Board members are eligible to participate at their election in our Deferred Compensation Plan. The Deferred Compensation Plan provides the ability to defer receipt of income to a later date, which may be an attractive tax planning opportunity. We generally do not contribute to the Deferred Compensation Plan on behalf of participants; therefore, our cost to maintain the Deferred Compensation Plan is limited to administration expenses, which are minimal. Other than Mr. Narayen, no other NEOs participated in or had an accrued balance under the Deferred Compensation Plan in fiscal year 2023.
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Perquisites and Additional Benefits and Programs
We provide limited perquisites to our executive officers, including our NEOs. In considering potential perquisites, the Committee considers the cost to Adobe as compared to the perceived value to our employees as well as other corporate governance and employee relations factors. We offer our executive officers at the director level and above, including our NEOs, an annual comprehensive physical examination that is fully funded by Adobe, as an added benefit to the Adobe medical insurance provided. Alternatively, our NEOs may choose to enroll in a health concierge service. Adobe recognizes the significant role of its executive officers and offers this program to encourage a focus on keeping well.
We maintain a corporate aircraft primarily for the use of our CEO, with certain limited exceptions where other executive officers may use it solely for critical business matters. In the interests of security and efficiency as well as our CEO’s health and safety, the Committee has encouraged our CEO to use the corporate aircraft for personal travel by providing an annual $400,000 allowance for incremental costs associated with his personal use of the jet, after which he must fully reimburse the Company for all additional incremental costs associated with personal use of the aircraft pursuant to an aircraft time sharing agreement with the Company. Our CEO recognizes imputed taxable income as a result of such personal use and is not provided a tax reimbursement or “gross-up” for any portion of this amount, including as a result of members of the CEO's immediate family accompanying the CEO on business travel, other than for our annual sales club trip. The incremental costs of non-business-related travel and guests on any such legs of travel are included in the “All Other Compensation” column in the section titled “Summary Compensation Table for Fiscal Years 2023, 2022 and 2021.” In response to a security risk assessment by our Global Security Risk Team, we provided personal security measures for our CEO at his residence during fiscal year 2023 to reduce our CEO’s vulnerability to security threats and, accordingly, mitigate risks to Adobe’s business. We believe the scope and costs of these measures serve important business purposes and constitute reasonable, necessary and appropriate expenses for the benefit of Adobe and its stockholders. Since the costs arise from the nature of our CEO’s role and his employment responsibilities at Adobe, we do not consider them to be personal benefits to our CEO. However, in accordance with SEC rules, we have reported the incremental costs of such personal security measures in the “All Other Compensation” column in the Summary Compensation Table. The Committee will periodically review the scope and costs of these personal security measures in relation to our CEO’s security risk profile.
We also provide the following benefits to our NEOs, on the same terms and conditions as provided to all other eligible employees: health, dental and vision insurance; life insurance; an employee stock purchase plan; health savings account; medical and dependent care flexible spending account; and short- and long-term disability, accidental death and dismemberment insurance. We believe these benefits are consistent with benefits provided by companies with which we compete for executive-level talent.
Employment Agreements
Each of our NEOs is employed “at will.” Except in limited circumstances, such as when an employment agreement that provides for severance is assumed or renegotiated as part of a corporate transaction, we only enter into agreements providing for severance benefits with our U.S. executive officers in relation to a change of control of Adobe or an executive transition plan.
Severance and Change of Control Compensation
The Committee believes that change of control vesting of equity awards and severance payments and benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that an executive officer departs Adobe before an acquisition is consummated. The Committee and the Company believe that a pre-existing plan will allow our executive officers to focus on continuing normal business operations and on the success of a potential business combination, rather than on seeking alternative employment. Further, a pre-existing plan ensures stability and will enable our executive officers to maintain a balanced perspective in making overall business decisions during a potentially uncertain period. To that end, Adobe provides certain change of control payments and benefits as described below.
Each of our NEOs is a participant in our 2023 Executive Severance Plan in the Event of a Change of Control (the “2023 Change of Control Plan”), which replaced the prior 2020 Change of Control Plan that expired by its terms in December 2023. The 2023 Change of Control Plan is materially the same as the 2020 Change of Control Plan, including as to the available payments and benefits under the plan. The 2023 Change of Control Plan will expire on December 13, 2026, unless
Executive Compensation | 2024 Proxy Statement 47

extended by Adobe, or if a change of control occurs prior to its expiration. The 2023 Change of Control Plan and the 2020 Change of Control Plan are collectively referred to as the “Change of Control Plan.”
The Change of Control Plan provides for severance payments and fully accelerated vesting of outstanding equity awards for our NEOs and other members of senior management upon an involuntary termination of employment upon or following a qualifying change of control. The terms of the Change of Control Plan are described below under “Executive Compensation—Change of Control.”
We also maintain a retention agreement with Mr. Narayen, which provides similar benefits but does not require termination of his employment in order for him to receive the equity acceleration, as described below under “Executive Compensation—Change of Control.” Mr. Narayen’s original Retention Agreement, dated January 12, 1998, was amended February 11, 2008 based on his promotion to Chief Executive Officer and was further amended on December 11, 2010 and December 5, 2014 in order to clarify the manner of compliance with, or exemption from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
The Change of Control Plan and the Retention Agreement with Mr. Narayen do not provide for reimbursements or “gross-ups” of excise tax amounts under Section 4999 of the Code. Rather, under both of these arrangements, benefits would be reduced if doing so would result in a better after-tax economic position for the affected executive officer. The Committee and the Company believe this is an appropriate allocation of the tax cost of these arrangements between Adobe and the executive officer and is consistent with market practice.
Our change of control arrangements are designed to be competitive with the pay practices of our peer group. The Committee periodically reviews the terms and conditions of our change of control arrangements and will make adjustments when and to the extent it deems appropriate.
Additional details regarding our Change of Control Plan and the Retention Agreement with Mr. Narayen, including estimates of amounts payable to our NEOs in specified circumstances as of the last day of fiscal year 2023, are disclosed in the section titled “Executive Compensation—Change of Control—Potential Payments upon Termination and/or a Change of Control.”
Stock Ownership Guidelines
In 2003, our Board adopted stock ownership guidelines for all employees at the senior vice president level and above (including our executive officers), which the Committee reviews periodically and most recently amended in May 2023. These guidelines are designed to align our executive officers’ interests with those of our stockholders by promoting long-term share ownership, which reduces the incentive for excessive short-term risk taking. Under the guidelines, our executive officers should hold 50% of the net shares acquired until they satisfy (and continue to satisfy) the minimum share ownership value requirements listed in the table below.
PositionMinimum Ownership Value
Chief Executive Officer20x base salary
President, Executive Vice President or Chief Financial Officer10x base salary
Select Senior Vice Presidents
3x base salary
All Other Senior Vice Presidents
2x base salary
The minimum share ownership levels for each title are determined annually using the following:
average base salary (as defined in the guidelines) of the individuals holding such title as of December 31; and
the average daily closing share price for the 30 calendar days ending on December 31.
Once an executive officer achieves the minimum share threshold measured by the value of shares held, they should retain shares necessary to meet the minimum ownership requirement throughout the year. Shares that count toward the minimum share ownership levels include: shares owned outright or otherwise beneficially owned; shares purchased in the open market or inherited; shares acquired through our employee stock purchase plan; vested restricted stock; vested RSUs,
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vested performance shares and vested performance units, including such shares or units that have been deferred into our Deferred Compensation Plan; and shares issued from the exercise of vested options. Any shares held prior to the executive officer’s date of appointment will also count toward the ownership requirement.
The Committee reviews quarterly reports of the stock holdings of our executive officers. Our Board may evaluate whether exceptions should be made in the case of any covered person who, due to his or her unique financial circumstances, would incur a hardship by complying with these guidelines. No such exceptions were granted or were in place in fiscal year 2023. As of December 1, 2023, each of our NEOs was in compliance with the applicable guidelines. For more information on how our stock ownership guidelines apply to our non-employee directors, see the section titled “Our Directors—Director Compensation for Fiscal Year 2023—Stock Ownership Guidelines.”
Anti-Hedging and Anti-Pledging Policy
Our Insider Trading Policy explicitly prohibits any director or employee, including our NEOs, from hedging their equity ownership in Adobe by engaging in short sales or trading in any derivatives involving Adobe securities. All employees are also prohibited from holding Adobe stock in a margin account or otherwise pledging Adobe stock or using financial instruments such as prepaid variable forwards, equity swaps, exchange funds and collars.
Performance-Based Compensation Recovery Policy
Effective October 2, 2023, our Board adopted a compensation recovery (“clawback”) policy as required by Rule 10D-1 under the Exchange Act and the corresponding Nasdaq listing standards. In the event the Company is required to prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under U.S. federal securities laws, the clawback policy requires the Company to recover erroneously awarded compensation that is granted, earned or vested based in whole or in part upon the attainment of a financial reporting measure and that is received by our current and former executive officers (as defined in Rule 10D-1) during the three fiscal years preceding the date that the Company is required to prepare the accounting restatement. The amount recoverable is the compensation paid or payable in excess of the amount that would have been paid or payable based on the restated financial results. The Committee administers the clawback policy.
In February 2015, our Board adopted our prior clawback policy applicable in the event of a material restatement of our financial statements that results from the intentional misconduct or fraud of a Section 16 executive officer, which still applies to the extent not superseded by the Rule 10D-1 clawback policy. The prior clawback policy enables the Board to require repayment or cancellation of the incremental portion of the performance-based incentive cash and equity compensation paid or payable to such officer in excess of the amount that would have been paid or payable based on the restated financial results.
In addition, as a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results due to our material noncompliance, as a result of misconduct, with any financial reporting requirements under the federal securities laws, our CEO and CFO may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they receive.
Granting Guidelines for Equity Compensation
Adobe has adopted written guidelines setting forth our grant practices and procedures for all non-executive equity awards. The Committee follows the guidelines below for annual awards to our executive officers, including our NEOs. Pursuant to these guidelines:
the grant date for non-executive annual equity awards is January 24th and the vesting commencement date for non-executive officer annual equity awards is January 15th beginning in fiscal year 2023, unless another date is approved and documented by the Committee;
the grant date for non-executive officer new hire RSU awards is the 15th day of the month following the month of the employee’s hire date, or, if that is not a trading day, the first trading day thereafter; and
the grant date for promotion RSU awards is the 15th day of the month following the month of the employee’s promotion, or, if that is not a trading day, the first trading day thereafter.
Executive Compensation | 2024 Proxy Statement 49

Because the foregoing grant dates are pre-established, the timing of the release of material non-public information does not affect the grant dates for equity awards, and Adobe does not time the release of material non-public information based on equity award grant dates. Pursuant to our practices for executive officers, the effective grant date for new hire RSU and performance share awards is the executive officer’s hire date.
The Committee approves all grants made to our executive officers on or before the grant date, subject to the executive officer’s continued employment on the grant date. The Committee also has the authority to approve non-executive officer equity awards. Our Board has also delegated to a Management Committee for Employee Equity Awards (consisting of the Chief Executive Officer and the Chief People Officer & Executive Vice President, Employee Experience) the authority to approve RSU and performance awards to non-executive officer employees in accordance with the granting guidelines described above and subject to Committee-approved vesting schedules and share limits. In addition, our Board has delegated to an Acquired Company & Retention Equity Awards Committee (consisting of the CEO in his capacity as a member of the Board) the authority to approve the assumption of outstanding awards in an acquisition and the granting of RSU awards to employees and consultants. Pursuant to its charter, the Committee has the authority to establish the terms and conditions of our equity awards; therefore, the Committee may make exceptions to Adobe’s granting guidelines.
In the event we award stock options, all stock option awards would be granted with an exercise price equal to or greater than the closing price of the underlying stock on the effective grant date or, in accordance with the terms of our approved equity plans, the closing price of the underlying stock on the last trading day prior to the effective grant date, if an award is granted on a non-trading day.
Compensation-Setting Governance and Process
The Role of the Executive Compensation Committee
The Committee oversees, reviews and approves the elements and amounts of compensation of Adobe’s executive officers, including our NEOs. The Committee reviews our executive compensation programs each year and considers a variety of factors, including alignment with stockholders’ interests, our operating plan, the scope of our business, evolving compensation trends and peer company and market practices. The Committee also evaluates stockholder feedback, and solicits input from its independent compensation consultant and management. In fiscal year 2023, the Committee met regularly in executive session with its independent compensation consultant and without management present. The Chair of the Committee also met separately with the consultant, both with and without management present. The Committee also discusses Mr. Narayen’s performance with the Board and our Lead Director. The Committee remains solely responsible for making the final decisions on compensation for our executive officers, including our NEOs.
The Role of Executive Officers
Our CEO reviews the performance and compensation of the other NEOs. Based on such reviews, he made recommendations directly to the Committee for fiscal year 2023 target compensation levels (including adjustments to base salaries and target annual cash incentives, if applicable, and equity incentive levels), including feedback on each of the other NEOs’ strategic goals and objectives. No NEO was present or participated in the final determinations or deliberations of the Committee regarding his own fiscal year 2023 compensation.
The Role of the Compensation Consultant
As in prior fiscal years, the Committee continued to engage Compensia as the Committee’s independent compensation consultant to review and provide independent advice concerning all of the components of Adobe’s executive compensation programs, on account of Compensia’s experience working with the Committee, expertise in the software industry and its knowledge of our peer group.
Compensia provided the following services on behalf of the Committee during fiscal year 2023: (1) reviewed and provided recommendations on the composition of our peer group; (2) conducted a comprehensive review of the total compensation arrangements for all of our executive officers; (3) provided advice on our executive officers’ compensation; (4) benchmarked peer CEO perquisites and benefits compensation; (5) assisted with executive incentive program design, including our 2023 Performance Share Program design and 2023 Cash Incentive Plan; (6) provided updates on say-on-pay results and regulatory developments; (7) updated the Committee on emerging trends and best practices in the area of
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executive and director compensation; (8) conducted a detailed aggregate equity utilization survey relative to peer company practices; (9) conducted a market review of stock ownership guidelines; (10) analyzed executive severance and change-in-control arrangements relative to market; (11) assisted with development of a clawback policy compliant with Rule 10D-1 under the Exchange Act; (12) outlined trends in pay-versus-performance disclosures; and (13) reviewed the Compensation Discussion and Analysis for inclusion in our 2023 proxy statement. Compensia did not provide any other services to Adobe except for providing limited guidance to our Employee Experience department regarding Adobe’s broad-based equity compensation design for all employees, as approved by the Committee.
Our Employee Experience, Finance and Legal departments work with our CEO and Compensia to design and develop new compensation programs applicable to our NEOs and other executive officers, to recommend changes to existing compensation programs, to recommend financial and other performance targets to be achieved under those programs, to prepare analyses of financial data, to prepare peer group compensation comparisons and other Committee briefing materials and, ultimately, to implement the decisions of the Committee. Members of these departments and our CEO also meet with Compensia separately from the Committee to convey information on proposals that management may make to the Committee, as well as to allow Compensia to collect information about Adobe to develop its own proposals. The Committee annually reviews the consultant’s performance, qualifications and independence. The Committee has reviewed the independence of Compensia under applicable SEC and Nasdaq rules for fiscal year 2023 and determined that Compensia is independent and its work for the Committee does not raise any conflicts of interest.
The Role of Stockholders and Say-on-Pay Vote Results
Adobe values the input of our stockholders on our compensation programs. We regularly communicate with our stockholders to better understand their opinions on governance issues, including compensation. Though we welcome stockholder interaction throughout the year, we generally engage in stockholder outreach during the spring, after we file our proxy statement, and the fall, when Adobe’s management, the Committee and its independent compensation consultant are in the preliminary planning stages for the subsequent year’s compensation programs. During fiscal year 2023, we engaged in discussions with several of our largest stockholders regarding our existing programs and potential, future changes, and we value the input received during those discussions. The feedback we received from stockholders regarding our executive compensation programs was generally positive and affirmed our current compensation strategy and its alignment with performance. The Committee will continue to consider stockholder feedback and the outcomes of future say-on-pay votes, along with input from our independent compensation consultant, when assessing our executive compensation programs and policies and making compensation decisions for our executive officers, including our NEOs.
We hold a stockholder advisory vote on NEO compensation on an annual basis. In setting the form and amount of compensation for our NEOs, the Committee also considers the vote results from our most recent annual stockholder advisory vote on NEO compensation. At our 2023 Annual Meeting, approximately 88% of the votes cast approved, on an advisory basis, our fiscal year 2022 NEO compensation. In particular, we believe stockholder support was largely driven by: (1) the high degree of alignment between Company performance and our executive compensation programs; and (2) basing our Performance Share Program on a three-year performance period with two equally weighted objective metrics—relative TSR and Net New Sales Goals—closely aligning the compensation opportunity of our NEOs to long-term stockholder interests and strategic priorities.
The Role of Peer Companies
The Committee regularly reviews relevant market and industry practices on executive compensation. It does so to balance our need to compete for talent with the need to maintain a reasonable and responsible cost structure while aligning our executive officers’ interests with those of our stockholders.
Each year, to assist the Committee in its deliberations on executive compensation, the Committee reviews and, if it deems advisable, updates our list of peer companies used as points of comparison, as necessary, to ensure that the comparisons are meaningful. These peer companies are technology companies at which our NEOs’ positions would be analogous in scope and complexity, which operate in similar or related businesses to Adobe and with which Adobe competes for talent. For fiscal year 2023, Compensia provided recommendations on the composition of our compensation “peer group” by considering companies with the following criteria:
Executive Compensation | 2024 Proxy Statement 51

public, U.S.-based or U.S.-listed multi-faceted software/internet company;
revenues within ~0.33x to 3.0x of Adobe;
market cap within ~0.25x to ~10.0x of Adobe;
companies that compete with us for talent;
positive revenue growth; and
companies that list Adobe as a peer.
Based on the factors described above and input from management and Compensia, the Committee made no changes to the peer group for fiscal year 2023.
Peer Group for Fiscal Year 2023
Activision Blizzard, Inc.(1)
Alphabet Inc.
Amazon.com, Inc.
Apple Inc.
Autodesk, Inc.
Cisco Systems, Inc.
DocuSign, Inc.
Intuit Inc.
Meta Platforms, Inc.
Microsoft Corporation
Netflix, Inc.NVIDIA Corporation
Oracle CorporationPayPal Holdings, Inc.
Salesforce, Inc.
SAP SEServiceNow, Inc.
Twilio Inc.
Twitter, Inc.(1)
VMware, Inc.(1)
Workday, Inc.
________________________
(1)    Activision Blizzard, Inc., Twitter, Inc. and VMware, Inc. were acquired or taken private subsequent to the completion of our fiscal year 2023 compensation review. In connection with the Committee’s approval of the peer group for fiscal year 2024, the Committee approved removing these companies from the peer group in April 2023.
Compensia prepares a compensation analysis compiled from both executive compensation surveys and data gathered from publicly available information for our peer group companies. The Committee uses this data to compare the current compensation of our NEOs to that of the peer group and to determine the relative market value for each NEO position. However, compensation is not set at any particular target of compensation at the peer companies, but rather is used by the Committee for comparison purposes to inform decisions.
Compensation Risk Assessment
The Committee oversaw an annual, internal risk assessment of our compensation programs to ascertain any potential material risks that may be created by such programs. Based on the findings of the assessment, the Committee concluded that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and, taking into account mitigating controls, do not create risks that are reasonably likely to have a material adverse effect on Adobe.
Although the majority of target total direct compensation provided to our executive officers is incentive-based, the Committee believes that our compensation programs for executive officers do not encourage excessive and unnecessary risk-taking and have been designed with appropriate controls and other mitigating measures to prevent such risk-taking. For our other employees, incentive-based compensation typically makes up a smaller percentage of their overall compensation, thus providing less motivation for risk-taking.
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Our compensation programs have the following risk-limiting characteristics:
The majority of award value under our compensation programs is in the form of long-term equity awards, with multi-year vesting schedules or performance periods, which aligns the interests of our executive officers to long-term stockholder interests. Our executive officers receive a combination of RSUs, which vest 6.25% quarterly over four years, and performance shares, which vest only after a three-year vesting period, based on certifications by the Committee as to achievement and subject to the participant’s continued service.
Stock options are not granted to members of our Board, our executive officers or any other employees.
Our annual cash-based incentive plan and performance share programs include a 200% cap on target awards. We believe this cap limits the incentive for excessive risk-taking by our employees, including our executive officers.
Our performance share programs use Company-wide measures that are not specific to any one executive officer’s organization and that apply equally to all participants to encourage a unified and responsible approach to achieving financial and strategic goals.
Overlapping performance periods for our performance share programs limit the impact of short-term business performance or share price fluctuations on final outcomes, incentivizing participants to focus on long-term performance.
We maintain robust executive stock ownership requirements for officers at the senior vice president level and above. As of December 1, 2023, all covered executives are in compliance with such guidelines, described under the section titled “Compensation Discussion and Analysis—Other Benefits, Programs, and Policies—Stock Ownership Guidelines.”
Our system of internal controls over financial reporting, standards of business conduct and compliance programs, among other things, reduce the likelihood of manipulation of our financial performance to enhance payments under our performance shares and bonus and sales compensation plans.
Our Insider Trading Policy prohibits all employees and officers from pledging shares, engaging in short sales or hedging transactions involving Adobe’s securities.
We have clawback policies for performance-based incentive compensation that apply to all our executive officers.
Accounting and Tax Considerations
The Committee considers the financial accounting and tax consequences to Adobe of our compensation programs and the tax consequences to our employees. In determining the aggregate number and mix of equity grants in any fiscal year, the Committee and management consider the size and stock-based compensation expense of outstanding and new equity awards.
Accounting for Stock-Based Compensation
We account for stock-based compensation in accordance with FASB ASC Topic 718. Under those accounting rules, grant date fair values for performance shares are not determined until the associated performance metrics are established. Therefore, performance awards granted under the PSPs, which include performance shares which vest based on Net New Sales Goals established annually, are not fully reflected in the Summary Compensation Table and in the Grants of Plan-Based Awards table in the same year they are granted by the Committee. As the Net New Sales Goals continue to be established for future fiscal years, the grant date fair values associated with the related performance shares will be reflected in these tables for the applicable fiscal year to which the goals relate. See the section titled “Fiscal Year 2023 Compensation Decisions and Results—Equity Incentives—Target Values and Grants in Fiscal Year 2023” for more information.
Executive Compensation | 2024 Proxy Statement 53

Deductibility of Executive Compensation
The Committee believes it is important to preserve flexibility in administering and designing compensation programs that are intended to attract, retain and motivate the best talent and be in the best interests of Adobe and its stockholders. Accordingly, we do not require that all compensation be deductible as corporate objectives may not always be consistent with the requirements for full deductibility.
Report of the Executive Compensation Committee
The Executive Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on this review and discussion, the Executive Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended December 1, 2023.
Respectfully submitted,
EXECUTIVE COMPENSATION COMMITTEE
Amy Banse, Chair
Cristiano Amon
Melanie Boulden
Laura Desmond
David Ricks

________________________
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Adobe under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Summary Compensation Table for Fiscal Years 2023, 2022 and 2021
The following table sets forth information regarding the compensation for services performed during fiscal years 2023, 2022 and 2021 awarded to, paid to, or earned by the NEOs, which include (1) our Chief Executive Officer, (2) our Chief Financial Officer and (3) our three other most highly compensated executive officers, as determined by reference to total compensation for fiscal year 2023, who were serving as executive officers at the end of fiscal year 2023.
Name and Principal PositionYear
Salary (1)
($)
Bonus
($)
Stock
Awards
(2)
($)
Non-Equity
Incentive Plan
Compensation
(3)
($)
All Other
Compensation
(4)
($)
Total
($)
Shantanu Narayen20231,500,000 — 40,077,295 3,000,000 355,283 44,932,578 
CHAIR AND CHIEF EXECUTIVE OFFICER
20221,413,461 — 27,162,373 2,680,357 344,120 31,600,311 
20211,019,231 — 32,499,671 2,180,000 429,823 36,128,725 
Daniel Durn
2023891,346 — 12,536,147 891,071 18,726 14,337,290 
CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT, FINANCE, TECHNOLOGY SERVICES AND OPERATIONS
2022850,000 3,100,000 8,502,393 807,500 29,821 13,289,714 
2021114,423 3,100,000 28,674,470 117,373 788 32,007,054 
Anil Chakravarthy2023791,346 — 13,463,694 791,071 37,062 15,083,173 
PRESIDENT, DIGITAL EXPERIENCE BUSINESS
2022750,000 — 8,502,393 712,500 19,838 9,984,731 
2021759,615 — 9,039,706 812,212 9,528 10,621,061 
David Wadhwani
2023791,346 1,666,667 
(5)
13,463,694 791,071 18,228 16,731,006 
PRESIDENT, DIGITAL MEDIA BUSINESS
2022750,000 1,666,667 8,502,393 712,500 17,455 11,649,015 
2021360,577 1,666,667 17,223,679 381,206 9,070 19,641,199 
Scott Belsky2023720,673 — 11,102,323 720,536 10,254 12,553,786 
CHIEF STRATEGY OFFICER AND EXECUTIVE VICE PRESIDENT, DESIGN AND EMERGING PRODUCTS
2022691,346 — 8,502,393 656,518 9,504 9,859,761 
2021657,692 — 7,030,570 703,212 9,045 8,400,519 
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(1)    Fiscal year 2021 salaries were impacted by the extra week in fiscal year 2021 which was a 53-week year compared with fiscal years 2023 and 2022 which were 52-week years.
(2)     These amounts do not reflect the actual economic value realized by the NEO. In accordance with SEC rules, this column represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of performance shares, assuming the probable outcome of related performance conditions, and RSUs. Pursuant to SEC rules, the amounts shown disregard the impact of estimated forfeitures. For additional information on the valuation assumptions, see Part II, Item 8 “Financial Statements and Supplementary Data” of our Fiscal Year 2023 Annual Report on Form 10-K and the Notes to Consolidated Financial Statements at Note 12, “Stock-Based Compensation.”
For performance shares granted in fiscal year 2023, amounts include (i) the grant date fair value of 50% of the target performance shares under the 2023 Performance Share Program, related to the relative TSR Goal, (ii) the grant date fair value of 16.67% of the target performance shares under the 2023 Performance Share Program, related to the fiscal year 2023 Net New Sales Goal and (iii) the grant date fair value of 16.67% of the target performance shares under the 2022 Performance Share Program, related to the fiscal year 2023 Net New Sales Goal. The grant date fair value of the target performance shares in our Performance Share Programs is reflected in the Summary Compensation Table in fiscal years when the performance goal associated with each respective Net New Sales Goal is established. As noted above in the Compensation Discussion and Analysis, performance share awards have a maximum payout of 200% of the target number of shares. The grant date fair values of included performance share awards granted in fiscal year 2023 assuming maximum achievement of the related performance conditions are as follows: Mr. Narayen: $35,125,765; Mr. Durn: $7,668,805; Mr. Chakravarthy: $11,361,173; Mr. Wadhwani: $11,361,173; and Mr. Belsky: $6,888,970.
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(3)    These amounts consist solely of amounts earned under our Cash Incentive Plans. Such amounts are paid in the subsequent fiscal year.
(4)    For all NEOs, these amounts for fiscal year 2023 include matching contributions under the 401(k) Plan and life insurance premiums. For Mr. Narayen, the amounts also include (i) the cost of personal security of $224,168 paid by Adobe to a third-party security provider, with the incremental costs based on the actual security costs incurred by Adobe, (ii) the incremental cost of personal use of our corporate jet, based on variable costs for fuel, crew, catering and airport fees of $92,050, (iii) the tax grossed-up value of the sales club trip of $20,340 and (iv) the cost of executive health concierge service in lieu of the executive physical. We believe that all Company-incurred security costs for Mr. Narayen are reasonable, necessary and for Adobe’s benefit. On occasion, guests of Mr. Narayen may accompany him on the corporate jet during business trips at a de minimis incremental cost to the Company. For Mr. Chakravarthy, the amounts also include certain travel costs and a related tax gross-up associated with the sales club trip and the cost of executive health concierge service in lieu of the executive physical.
(5)     This amount reflects payment of the final annual installment of Mr. Wadhwani’s signing bonus.
Grants of Plan-Based Awards in Fiscal Year 2023
The following table shows all plan-based awards granted to the NEOs during fiscal year 2023. In accordance with SEC rules, this table presents performance awards as having been granted in the fiscal year in which the performance goals were established, and if an award has multiple performance periods, the portion relating to each performance period is treated as a separate grant. The equity awards granted in fiscal year 2023 identified in the table below are also reported in “Outstanding Equity Awards at Fiscal Year 2023 End.” For additional information regarding incentive plan awards, please refer to the sections titled “Compensation Discussion and Analysis—Fiscal Year 2023 Compensation Decisions and Results—Cash Incentives” and “—Equity Incentives” sections of our “Compensation Discussion and Analysis.”
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)
All Other Stock Awards: Number of Shares of Stock or Units(3)
(#)
Grant Date
Fair Value of Stock and
Option Awards
(4)
($)

Name
Award Type
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Shantanu NarayenCash Incentive— — 3,000,000