DEF 14A of Adobe Inc., Mar 1, 2024

DEF 14A of Adobe Inc.

Filed Mar 1, 2024 · FY20230000796343-24-000051

Open on EDGAR

  1. No Incorporation By Reference

    | Grants of Plan-Based Awards in Fiscal Year 2023 | 56 | | Outstanding Equity Awards at Fiscal Year 2023 End | 58 | | Option Exercises and Stock Vested in Fiscal Year 2023 | 59 | | Nonqualified Deferred Compensation in Fiscal Year 2023 | 60 | | Change of Control | 61 | | CEO Pay Ratio | 64 | | Pay Versus Performance | 66 | | Equity Compensation Plan Information | 70 | | Security Ownership of Certain Beneficial Owners and Management | 71 | | Management Proposals | 73 | | Proposal 1—Election of Directors | 74 | | Proposal 2—Approval of 2019 Equity Incentive Plan, as amended | 75 | | Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm | 84 | | Principal Accounting Fees and Services | 85 | | Audit Committee Pre-Approval Policy | 85 | | Report of the Audit Committee | 86 | | Proposal 4—Advisory Vote on Executive Compensation | 88 | | Stockholder Proposals | 89 | | Stockholder Proposals | 90 | | Proposal 5—Stockholder Proposal Regarding Mandatory Director Resignation Policy | 91 | | Proposal 6—Stockholder Proposal Regarding Reporting on Hiring of Persons with Arrest or Incarceration Records | 93 | | Information about the Meeting, Voting and Proxies | 96 | | Date, Time and Place of Meeting | 97 | | Quorum for the 2024 Annual Meeting | 97 | | Proxy Materials are Available on the Internet | 97 | | Participating in Our Virtual Annual Meeting | 97 | | Voting | 98 | | Reporting of Voting Results | 100 | | Householding of Proxy Materials | 100 | | Annual Report | 100 | | Proxy Solicitation Costs | 100 | | Stockholder Proposals and Nominations for the Next Annual Meeting | 101 | | Annex A—Non-GAAP Measures | A-1 | | Annex B—2019 Equity Incentive Plan, as amended | B-1 |

  2. Director Nominees

    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.

  3. Director Nominees

    | | | | | | 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 | Yes | | C | M | | Brett Biggs DIRECTOR | Former EVP and CFO, Walmart | 55 | Jan 2022 | Yes | M | | | | Melanie Boulden DIRECTOR | Grp. President Prepared Foods & Chief Growth Officer, Tyson Foods | 51 | Oct 2020 | Yes | | M | | | Frank Calderoni LEAD DIRECTOR | CEO, Velocity Global | 66 | May 2012 | Yes | | | C | | Laura Desmond DIRECTOR | CEO, Smartly.io | 58 | May 2012 | Yes | | M | | | Shantanu Narayen CHAIR | Chair and CEO, Adobe | 60 | Dec 2007 | No | | | | | Spencer Neumann DIRECTOR | CFO, Netflix | 54 | Jan 2022 | Yes | M | | | | Kathleen Oberg DIRECTOR | CFO and EVP, Development, Marriott International | 63 | Jan 2019 | Yes | C | | M | | Dheeraj Pandey DIRECTOR | Chair and CEO, DevRev | 48 | Jan 2019 | Yes | M | | | | David Ricks DIRECTOR | Chair and CEO, Eli Lilly and Company | 56 | Apr 2018 | Yes | | M | | | Daniel Rosensweig DIRECTOR | President, CEO, and Co-Chair, Chegg.com | 62 | Jan 2009 | Yes | | | M |

  4. Director Nominees

    | C | Chair | M | Member |

  5. Director Nominees

    ________________________ (1) If director nominees are elected by stockholders, committee composition immediately following the 2024 Annual Meeting will be unchanged.

  6. Directors

    Directors

  7. Directors

    | Director Attributes and Demographics | 19 | | Considerations in Evaluating Director Nominees | 20 | | Director Nominees | 21 | | Director Compensation for Fiscal Year 2023 | 27 |

  8. Directors

    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.

  9. Director Attributes and Demographics

    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.

  10. Director Attributes and Demographics

    | | Executive Leadership | Global Leadership | Business Dev & Strategy | Operations | Finance or Accounting | Legal or Regulatory | Sales, Marketing & Brand Mgmt | Technologist | Public Company Board Service / Governance | | Cristiano Amon DIRECTOR | l | l | l | l | l | | | l | l | | Amy Banse DIRECTOR | l | l | l | l | l | l | | | l | | Brett Biggs DIRECTOR | l | l | l | l | l | l | | | l | | Melanie Boulden DIRECTOR | l | l | l | l | | | l | | | | Frank Calderoni LEAD DIRECTOR | l | l | l | l | l | l | | | l | | Laura Desmond DIRECTOR | l | l | l | l | l | | l | | l | | Shantanu Narayen CHAIR | l | l | l | l | l | | | l | l | | Spencer Neumann DIRECTOR | l | l | l | l | l | l | | | | | Kathleen Oberg DIRECTOR | l | l | l | l | l | l | | | | | Dheeraj Pandey DIRECTOR | l | l | l | l | l | | | l | l | | David Ricks DIRECTOR | l | l | l | l | l | | l | | l | | Daniel Rosensweig DIRECTOR | l | l | l | l | l | | l | | l | | | 12 | 12 | 12 | 12 | 11 | 5 | 4 | 3 | 9 |

  11. Director Attributes and Demographics

    ________________________ 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. 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)

  12. Director Attributes and Demographics

    | Total Number of Directors | 12 | | | | | | Female | Male | Non-binary | Did Not Disclose Gender | | PART I: GENDER IDENTITY | | | | | | Directors | 4 | 8 | 0 | 0 | | PART II: DEMOGRAPHIC BACKGROUND | | | | | | African American or Black | 1 | 0 | 0 | 0 | | Alaskan Native or Native American | 0 | 0 | 0 | 0 | | Asian | 0 | 2 | 0 | 0 | | Hispanic or Latinx | 0 | 1 | 0 | 0 | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | | White | 3 | 5 | 0 | 0 | | Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | | LGBTQ+ | 1 | | | | | Did Not Disclose Demographic Background | 0 | | | |

  13. Considerations in Evaluating Director Nominees

    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. Director Nominees for Election for a One-Year Term Expiring in 2025

  14. Considerations in Evaluating Director Nominees

    | 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 |

  15. Considerations in Evaluating Director Nominees

    | 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 |

  16. Considerations in Evaluating Director Nominees

    | 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 |

  17. Considerations in Evaluating Director Nominees

    | 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 |

  18. Considerations in Evaluating Director Nominees

    | 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) |

  19. Considerations in Evaluating Director Nominees

    | 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) |

  20. Considerations in Evaluating Director Nominees

    | 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) |

  21. Considerations in Evaluating Director Nominees

    | 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 |

  22. Considerations in Evaluating Director Nominees

    | 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 |

  23. Considerations in Evaluating Director Nominees

    | 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) |

  24. Considerations in Evaluating Director Nominees

    | 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) |

  25. Considerations in Evaluating Director Nominees

    | 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) |

  26. Director Compensation for Fiscal Year 2023

    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.

  27. Director Compensation for 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 Banse | 100,000 | 317,897 | 417,897 | | Brett Biggs | 80,000 | 317,897 | 397,897 | | Melanie Boulden | 75,000 | 317,897 | 392,897 | | Frank Calderoni | 140,000 | 317,897 | 457,897 | | Laura Desmond | 75,000 | 317,897 | 392,897 | | Spencer Neumann | 80,000 | 317,897 | 397,897 | | Kathleen Oberg | 110,000 | 317,897 | 427,897 | | Dheeraj Pandey | 80,000 | 317,897 | 397,897 | | David Ricks | 75,000 | 317,897 | 392,897 | | Daniel Rosensweig | 70,000 | 317,897 | 387,897 | | John Warnock(5) | 42,858 | 317,897 | 360,755 |

  28. Director Compensation for Fiscal Year 2023

    _________________________ (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

  29. Continued Emphasis on Pay for Performance

    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. 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:

  30. CEO and All Other NEOs’ Target Pay Mix for Fiscal Year 2023(1)

    CEO and All Other NEOs’ Target Pay Mix for Fiscal Year 2023(1) ________________________ (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.”

  31. Changes to Our Compensation Programs in Fiscal Years 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 | |

  32. Changes to Our Compensation Programs in Fiscal Years 2023 and 2024

    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.

  33. 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 |

  34. Compensation Elements and Objectives

    | | | Objectives | | | | Compensation Element | Description | Attract/Retain Key Performers | Reward Short-Term Performance | Reward Long-Term Performance | | Base Salary | Base salary provides market competitive compensation in recognition of role and responsibilities. | ü | | | | 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. | ü | ü | | | 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. | ü | | ü |

  35. Process for Determining Compensation

    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.

  36. Cash Incentives

    Cash Incentives

  37. 2023 Cash Incentive Plan

    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: ________________________ (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. 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.

  38. 2023 Cash Incentive Plan

    | Executive Officer | Individual 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. |

  39. 2023 Cash Incentive Plan

    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 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.”

  40. Other 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.

  41. Equity Incentives

    Equity Incentives

  42. Goals of Equity Compensation

    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.

  43. Equity Compensation Mix

    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.

  44. Fiscal Year 2023 Mix of Annual Equity Incentive Awards

    Fiscal Year 2023 Mix of Annual Equity Incentive Awards

  45. Fiscal Year 2023 Mix of Annual Equity Incentive Awards

    | Type of Equity (Allocation Percentage) | Description | Objectives/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 earned | Provide a strong incentive for our NEOs to remain employed with us, as they require continuous employment while vesting; provide moderate reward for growth in our stock price; and use fewer shares than stock options, so less dilutive | Vest 6.25% quarterly over a period of four years |

  46. Fiscal Year 2023 Mix of Annual Equity Incentive Awards

    (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 Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2023 Table—Effect of Death and Disability on Equity Compensation Awards.”

  47. 2023 Performance Share Program

    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.

  48. 2023 Performance Share Program

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | 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 | | |

  49. 2023 Performance Share Program

    ________________________ (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. 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.

  50. 2023 Performance Share Program

    | 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) |

  51. 2023 Performance Share Program

    _________________________ (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):

  52. 2023 Performance Share Program

    | 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) |

  53. 2023 Performance Share Program

    (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.”

  54. 2023 RSU Program

    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.

  55. Base Salary

    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.

  56. Cash Incentives

    Cash Incentives

  57. Annual Cash Incentive Plan

    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.

  58. Annual Cash Incentive Plan

    | Name | Individual Performance Result | Corporate Performance Result | | Actual Award Payout (% of Target Award) | | Shantanu Narayen | 100%x | 100% | = | 100% | | Daniel Durn | 100%x | 100% | ‘= | 100% | | Anil Chakravarthy | 100%x | 100% | = | 100% | | David Wadhwani | 100%x | 100% | = | 100% | | Scott Belsky | 100%x | 100% | = | 100% |

  59. Annual Cash Incentive Plan

    The following table shows the calculation of the individual cash bonuses awarded by the Committee based on the formulas set forth above:

  60. Fiscal Year 2023 Cash Incentive Plan Bonus

    Fiscal Year 2023 Cash Incentive Plan Bonus

  61. 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 |

  62. Fiscal Year 2023 Cash Incentive Plan Bonus

    ________________________ (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.

  63. Other Cash Incentives

    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.

  64. Equity Incentives

    Equity Incentives

  65. Target Values and Grants in Fiscal Year 2023

    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.

  66. Equity Awards Granted by the Committee During Fiscal Year 2023

    Equity Awards Granted by the Committee During Fiscal Year 2023

  67. 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 |

  68. Equity Awards Granted by the Committee During Fiscal Year 2023

    _________________________ (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.

  69. 2021 Performance Share Program Results and Payouts

    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.

  70. 2021 Performance Share Program Results and Payouts

    | 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) |

  71. 2021 Performance Share Program Results and Payouts

    (1) A threshold percentile rank of 25% was required before any performance shares could be earned. (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:

  72. 2021 Performance Share Program Results

    2021 Performance Share Program Results

  73. 2021 Performance Share Program Results

    | Name (1) | Target Award (#) | Maximum Award (#) | Actual Achievement (%) | Shares Awarded (#) | | Shantanu Narayen | 48,789 | 97,578 | 83% | 40,494 | | Anil Chakravarthy | 9,651 | 19,302 | 83% | 8,010 | | Scott Belsky | 7,506 | 15,012 | 83% | 6,229 |

  74. 2021 Performance Share Program Results

    ________________________ (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.

  75. Progress on 2023 and 2022 Performance Share Programs

    Progress on 2023 and 2022 Performance Share Programs

  76. Progress on 2023 and 2022 Performance Share Programs

    | | 2022 | 2023 | 2024 | 2025 | | 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 | | |

  77. Progress on 2023 and 2022 Performance Share Programs

    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% 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.

  78. 2023 and 2022 Performance Share Programs – Net New Sales Goal Attainment During Fiscal Year 2023

    2023 and 2022 Performance Share Programs – Net New Sales Goal Attainment During Fiscal Year 2023

  79. 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 Sales | | | 107.6% |

  80. 2023 and 2022 Performance Share Programs – Net New Sales Goal Attainment During Fiscal Year 2023

    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.

  81. 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 Narayen | 13,688 | 133% | 18,205 | 7,804 | 133% | 10,379 | | Daniel Durn | 3,018 | 133% | 4,013 | 1,616 | 133% | 2,149 | | Anil Chakravarthy | 4,732 | 133% | 6,293 | 1,616 | 133% | 2,149 | | David Wadhwani | 4,732 | 133% | 6,293 | 1,616 | 133% | 2,149 | | Scott Belsky | 2,656 | 133% | 3,532 | 1,616 | 133% | 2,149 |

  82. Realizable Pay

    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. 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.

  83. Employment Agreements

    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.

  84. Severance and Change of Control Compensation

    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 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.”

  85. Granting Guidelines for Equity Compensation

    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. 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.

  86. The Role of the Compensation Consultant

    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 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.

  87. The Role of Peer Companies

    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: •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.

  88. The Role of Peer Companies

    | 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 Corporation | PayPal Holdings, Inc. | Salesforce, Inc. | | SAP SE | ServiceNow, Inc. | Twilio Inc. | | Twitter, Inc.(1) | VMware, Inc.(1) | Workday, Inc. |

  89. The Role of Peer Companies

    ________________________ (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.

  90. Compensation Risk Assessment

    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. 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.

  91. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    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.

  92. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    | Name and Principal Position | Year | Salary (1) ($) | Bonus ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | | Shantanu Narayen | 2023 | 1,500,000 | — | 40,077,295 | 3,000,000 | 355,283 | 44,932,578 | | CHAIR AND CHIEF EXECUTIVE OFFICER | 2022 | 1,413,461 | — | 27,162,373 | 2,680,357 | 344,120 | 31,600,311 | | | 2021 | 1,019,231 | — | 32,499,671 | 2,180,000 | 429,823 | 36,128,725 | | Daniel Durn | 2023 | 891,346 | — | 12,536,147 | 891,071 | 18,726 | 14,337,290 | | CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT, FINANCE, TECHNOLOGY SERVICES AND OPERATIONS | 2022 | 850,000 | 3,100,000 | 8,502,393 | 807,500 | 29,821 | 13,289,714 | | | 2021 | 114,423 | 3,100,000 | 28,674,470 | 117,373 | 788 | 32,007,054 | | Anil Chakravarthy | 2023 | 791,346 | — | 13,463,694 | 791,071 | 37,062 | 15,083,173 | | PRESIDENT, DIGITAL EXPERIENCE BUSINESS | 2022 | 750,000 | — | 8,502,393 | 712,500 | 19,838 | 9,984,731 | | | 2021 | 759,615 | — | 9,039,706 | 812,212 | 9,528 | 10,621,061 | | David Wadhwani | 2023 | 791,346 | 1,666,667(5) | 13,463,694 | 791,071 | 18,228 | 16,731,006 | | PRESIDENT, DIGITAL MEDIA BUSINESS | 2022 | 750,000 | 1,666,667 | 8,502,393 | 712,500 | 17,455 | 11,649,015 | | | 2021 | 360,577 | 1,666,667 | 17,223,679 | 381,206 | 9,070 | 19,641,199 | | Scott Belsky | 2023 | 720,673 | — | 11,102,323 | 720,536 | 10,254 | 12,553,786 | | CHIEF STRATEGY OFFICER AND EXECUTIVE VICE PRESIDENT, DESIGN AND EMERGING PRODUCTS | 2022 | 691,346 | — | 8,502,393 | 656,518 | 9,504 | 9,859,761 | | | 2021 | 657,692 | — | 7,030,570 | 703,212 | 9,045 | 8,400,519 |

  93. Summary Compensation Table for Fiscal Years 2023, 2022 and 2021

    _________________________ (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. (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.

  94. Grants of Plan-Based Awards in Fiscal Year 2023

    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.”

  95. Grants of Plan-Based Awards in Fiscal Year 2023

    | | | | 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 Narayen | Cash Incentive | — | — | 3,000,000 | 6,000,000 | — | — | — | — | — | | | 2023 PSP | 1/24/2023 | — | — | — | 17,656 | 54,750 | 109,500 | — | 24,540,535 | | | 2022 PSP | 1/24/2023 | — | — | — | 1,170 | 7,804 | 15,608 | — | 2,819,741 | | | RSU | 1/24/2023 | — | — | — | — | — | — | 35,196 | 12,717,019 | | Daniel Durn | Cash Incentive | — | — | 891,071 | 1,782,142 | — | — | — | — | — | | | 2023 PSP | 1/24/2023 | — | — | — | 3,892 | 12,071 | 24,142 | — | 5,410,555 | | | 2022 PSP | 1/24/2023 | — | — | — | 242 | 1,616 | 3,232 | — | 583,893 | | | RSU | 1/24/2023 | — | — | — | — | — | — | 18,105 | 6,541,699 | | Anil Chakravarthy | Cash Incentive | — | — | 791,071 | 1,582,142 | — | — | — | — | — | | | 2023 PSP | 1/24/2023 | — | — | — | 6,103 | 18,927 | 37,854 | — | 8,483,620 | | | 2022 PSP | 1/24/2023 | — | — | — | 242 | 1,616 | 3,232 | — | 583,893 | | | RSU | 1/24/2023 | — | — | — | — | — | — | 12,167 | 4,396,180 | | David Wadhwani | Cash Incentive | — | — | 791,071 | 1,582,142 | — | — | — | — | — | | | 2023 PSP | 1/24/2023 | — | — | — | 6,103 | 18,927 | 37,854 | — | 8,483,620 | | | 2022 PSP | 1/24/2023 | — | — | — | 242 | 1,616 | 3,232 | — | 583,893 | | | RSU | 1/24/2023 | — | — | — | — | — | — | 12,167 | 4,396,180 | | Scott Belsky | Cash Incentive | — | — | 720,536 | 1,441,072 | — | — | — | — | — | | | 2023 PSP | 1/24/2023 | — | — | — | 3,425 | 10,623 | 21,246 | — | 4,761,518 | | | 2022 PSP | 1/24/2023 | — | — | — | 242 | 1,616 | 3,232 | — | 583,893 | | | RSU | 1/24/2023 | — | — | — | — | — | — | 15,933 | 5,756,912 |

  96. Grants of Plan-Based Awards in Fiscal Year 2023

    _________________________ (1) These columns represent awards granted under our 2023 Cash Incentive Plan for performance in fiscal year 2023. These columns show the awards that were possible at the threshold, target, and maximum levels of performance. Minimum performance under the 2023 Cash Incentive Plan could have resulted in a threshold amount equal to $0. Actual cash incentive awards earned in fiscal year 2023 by the NEOs under the 2023 Cash Incentive Plan are shown in the column titled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2) These columns represent awards for which a grant date fair value was established in fiscal year 2023, under our PSPs which were adopted under our 2019 Equity Incentive Plan, as amended (the “2019 Plan”). These columns show the awards that are possible at the threshold, target, and maximum levels of performance. If the Company does not achieve the threshold performance metric, zero shares will be earned. None of the performance shares will vest until after the full three-year performance period has concluded for each respective PSP. See the section titled Compensation Discussion and Analysis—Equity Incentives—Target Values and Grants in Fiscal Year 2023” for additional discussion. (3) This column represents awards of RSUs granted under our 2019 Plan. (4) These amounts do not reflect the actual economic value realized by the NEO. In accordance with SEC rules, this column represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of each equity award. For additional information on the valuation assumptions, see Part II, Item 8 “Financial Statements and Supplementary Data” and Note 12, “Stock-Based Compensation” of our Notes to Consolidated Financial Statements of our Fiscal Year 2023 Annual Report on Form 10-K.

  97. Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2023 Table

    Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2023 Table The material terms of the NEOs’ annual compensation, including base salaries, cash incentives and equity awards, including equity values in proportion to total compensation, are described under “Compensation Discussion and Analysis” in this proxy statement. Our equity award granting practices are described above and our severance benefits are described under “Change of Control” in this proxy statement. None of our NEOs have entered into a written employment agreement with Adobe. As discussed in greater detail in “Compensation Discussion and Analysis,” the fiscal year 2023 non-equity incentive awards were granted pursuant to the 2023 Cash Incentive Plan, with amounts earned based on the achievement of certain financial and strategic objective goals, as well as the individual performance applicable to each respective NEO. Cash incentives were fully vested when earned. As discussed in greater detail in “Compensation Discussion and Analysis,” the performance share awards granted in fiscal year 2023, in accordance with FASB ASC Topic 718, will be settled in stock, subject to the terms of our PSPs. Actual awards earned under the PSPs are based on achievement of relative TSR and Net New Sales Goals, each equally weighted at target and independently determined. Achievement of the relative TSR Goal is measured over a three calendar year performance period, and achievement of the Net New Sales Goals is based on annual achievement of such goals over three consecutive one-year performance periods. No performance share awards will be paid until final certification by the Committee following completion of the full three-year performance period under each respective PSP, contingent upon each NEO’s continued service to Adobe at that time. The RSUs granted to our NEOs pursuant to our 2019 Plan at the outset of fiscal year 2023 vest quarterly over four years, subject to continued service through each applicable vesting date. There is no purchase price associated with performance share or RSU awards. We did not pay dividends on our common stock during fiscal year 2023.

  98. Outstanding Equity Awards at Fiscal Year 2023 End

    Outstanding Equity Awards at Fiscal Year 2023 End The following table sets forth information regarding outstanding equity awards as of December 1, 2023 for each NEO. All vesting is generally contingent upon continued employment with Adobe through the applicable vesting date and certain equity awards are subject to performance conditions, each as specified in the footnotes. Market values and payout values in this table are calculated based on the closing market price of our common stock as reported on Nasdaq on December 1, 2023, which was $612.47 per share. No stock options were outstanding as of December 1, 2023.

  99. Outstanding Equity Awards at Fiscal Year 2023 End

    | | Stock Awards | | | | | | Name | Award Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Shantanu Narayen | 1/27/2020 | 1,757(1) | 1,076,110 | — | — | | | 1/25/2021 | 6,535(2) | 4,002,491 | — | — | | | 1/25/2021 | 40,494(3) | 24,801,360 | — | — | | | 1/24/2022 | 11,288(4) | 6,913,561 | — | — | | | 1/24/2022 | 17,090(5) | 10,467,112 | 39,017(6) | 23,896,742 | | | 1/24/2023 | 28,597(7) | 17,514,805 | — | — | | | 1/24/2023 | 18,205(8) | 11,150,016 | 136,872(9) | 83,829,994 | | Daniel Durn | 10/18/2021 | 15,347(10) | 9,399,577 | — | — | | | 1/24/2022 | 5,453(4) | 3,339,799 | — | — | | | 1/24/2022 | 3,538(5) | 2,166,919 | 8,077(6) | 4,946,920 | | | 1/24/2023 | 14,711(7) | 9,010,046 | — | — | | | 1/24/2023 | 4,013(8) | 2,457,842 | 30,174(9) | 18,480,670 | | Anil Chakravarthy | 1/25/2021 | 3,016(2) | 1,847,210 | — | — | | | 1/25/2021 | 8,010(3) | 4,905,885 | — | — | | | 1/24/2022 | 5,453(4) | 3,339,799 | — | — | | | 1/24/2022 | 3,538(5) | 2,166,919 | 8,077(6) | 4,946,920 | | | 1/24/2023 | 9,886(7) | 6,054,878 | — | — | | | 1/24/2023 | 6,293(8) | 3,854,274 | 47,314(9) | 28,978,406 | | David Wadhwani | 6/14/2021 | 13,530(11) | 8,286,719 | — | — | | | 1/24/2022 | 5,453(4) | 3,339,799 | — | — | | | 1/24/2022 | 3,538(5) | 2,166,919 | 8,077(6) | 4,946,920 | | | 1/24/2023 | 9,886(7) | 6,054,878 | — | — | | | 1/24/2023 | 6,293(8) | 3,854,274 | 47,314(9) | 28,978,406 | | Scott Belsky | 1/27/2020 | 631(1) | 386,469 | — | — | | | 1/25/2021 | 2,346(2) | 1,436,855 | — | — | | | 1/25/2021 | 6,229(3) | 3,815,076 | — | — | | | 1/24/2022 | 5,453(4) | 3,339,799 | — | — | | | 1/24/2022 | 3,538(5) | 2,166,919 | 8,077(6) | 4,946,920 | | | 1/24/2023 | 12,946(7) | 7,929,037 | — | — | | | 1/24/2023 | 3,532(8) | 2,163,244 | 26,554(9) | 16,263,528 |

  100. Outstanding Equity Awards at Fiscal Year 2023 End

    _________________________ (1) RSUs granted pursuant to our 2019 Plan. Four-year vesting with 25% vesting on the first anniversary of the vesting commencement date, and then 6.25% vesting quarterly thereafter for the remaining three years of the grant. RSUs fully vest on January 24, 2024. (2) RSUs granted pursuant to our 2019 Plan. Four-year vesting with 25% vesting on the first anniversary of the vesting commencement date, and then 6.25% vesting quarterly thereafter for the remaining three years of the grant. RSUs fully vest on January 24, 2025. (3) This amount represents the shares earned under the 2021 Performance Share Program based on relative TSR, for which the performance period ended at the end of fiscal year 2023, and certification was completed thereafter. The shares earned vested on January 24, 2024. (4) RSUs granted pursuant to our 2019 Plan. Four-year vesting with 25% vesting on the first anniversary of the vesting commencement date, and then 6.25% vesting quarterly thereafter for the remaining three years of the grant. RSUs fully vest on January 24, 2026. (5) This amount represents the shares earned under the 2022 Performance Share Program based on achievement of the 2022 and 2023 Net New Sales Goals, for which the respective performance periods have ended and certifications were completed thereafter. The shares earned will vest on January 24, 2025. (6) This amount represents shares associated with the 2022 Performance Share Program. The performance periods for the relative TSR Goal and the 2024 Net New Sales Goal remained outstanding as of the end of fiscal year 2023. Based on performance trending as of December 1, 2023 and the certified performance against the 2023 Net New Sales Goal, the amount presented assumes payout at target for the relative TSR Goal and payout at maximum for the 2024 Net New Sales Goal. Final certification will be completed after fiscal year 2024 with shares earned vesting on the later of January 24, 2025 and the certification date. (7) RSUs granted pursuant to our 2019 Plan. Four-year vesting with 6.25% quarterly vesting from the vesting commencement date. RSUs fully vest on January 15, 2027. (8) This amount represents shares earned under the 2023 Performance Share Program based on achievement of the 2023 Net New Sales Goal, for which the performance period has ended and certification was completed thereafter. The shares earned will vest on January 24, 2026. (9) This amount represents shares associated with the 2023 Performance Share Program. The performance periods for the relative TSR Goal and the 2024 and 2025 Net New Sales Goals remained outstanding as of the end of fiscal year 2023. Based on performance trending as of December 1, 2023 and the certified performance against the 2023 Net New Sales Goal, the amount presented assumes payout at maximum for both the relative TSR Goal and the 2024 and 2025 Net New Sales Goals. Final certification will be completed after fiscal year 2025 with shares earned vesting on the later of January 24, 2026 and the certification date. (10) RSUs granted pursuant to our 2019 Plan. Three-year vesting with quarterly vesting from the vesting commencement date. RSUs fully vest on November 15, 2024. (11) RSUs granted pursuant to our 2019 Plan. Four-year vesting with 25% vesting on the first anniversary of the vesting commencement date, and then 6.25% vesting quarterly thereafter for the remaining three years of the grant. RSUs fully vest on June 14, 2025.

  101. Option Exercises and Stock Vested in Fiscal Year 2023

    Option Exercises and Stock Vested in Fiscal Year 2023 The following table sets forth information regarding the vesting during fiscal year 2023 of time-based stock-settled RSUs and performance-based stock-settled awards granted under our 2020 Performance Share Program for each of the NEOs, on an aggregate basis. In December 2022, the Committee certified the results of our 2020 Performance Share Program at 63% of target. Because certification occurs in the year following the end of the three-year performance period, none of the awards under our 2021, 2022, or 2023 Performance Share Programs were eligible to vest in 2023. The value realized on vesting of stock awards is based on the closing market price of our common stock as reported on Nasdaq on the vesting date of the stock-settled awards. No stock options were outstanding or exercised as of December 1, 2023.

  102. Option Exercises and Stock Vested in Fiscal Year 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Shantanu Narayen | 71,523 | 28,172,816 | | Daniel Durn | 22,981 | 10,423,379 | | Anil Chakravarthy | 29,034 | 10,982,010 | | David Wadhwani | 14,253 | 6,140,866 | | Scott Belsky | 18,756 | 7,742,996 |

  103. Nonqualified Deferred Compensation in Fiscal Year 2023

    Nonqualified Deferred Compensation in Fiscal Year 2023 We originally adopted a Deferred Compensation Plan in December 2006, which has been amended from time to time, most recently in December 2019, to remove the ability of executive officer participants who are not directors to defer performance shares or RSUs granted after December 31, 2019. Under the terms of our Deferred Compensation Plan, eligible employees, including each of the NEOs, and directors may elect to defer the receipt of their cash compensation, and directors may elect to defer the receipt of a portion of their equity compensation they would otherwise have received when earned. Amounts deferred under the Deferred Compensation Plan are deemed invested in the investment funds selected by the participant with similar options as available under the 401(k) Plan. We do not contribute to the Deferred Compensation Plan on behalf of its participants, or match the deferrals made by participants, with the exception of situations in which an election to defer under the Deferred Compensation Plan would prevent a participant from receiving the full 401(k) company match. In those situations, we make a contribution to the Deferred Compensation Plan equal to the foregone 401(k) company match. Accordingly, amounts payable under the Deferred Compensation Plan generally are entirely determined by participant contributions and fund elections. Participants in the Deferred Compensation Plan may elect to contribute 5% to 75% of their base salary and 5% to 100% of other specified compensation, including commissions and bonuses. Members of our Board may contribute 100% of their RSU awards. Generally, participants may elect the payment of benefits with respect to cash and equity deferrals to begin on a specified date or upon termination of employment. Payment of cash deferrals may be made in the form of a lump sum or annual installments, subject to certain requirements. Payments of equity deferrals may only be made in the form of a lump sum. In addition, each participant elects whether to keep his or her account balance in the Deferred Compensation Plan or to receive a lump sum distribution upon a change of control. If a participant experiences an unforeseeable emergency during the deferral period, the participant may petition to receive a partial or full payout from the Deferred Compensation Plan. All distributions are made in cash, except that deferred equity awards are settled in Adobe stock. Other than Mr. Narayen, no other NEOs participated in, or had an accrued balance under, the Deferred Compensation Plan in fiscal year 2023. The following table shows accrued balances under the Deferred Compensation Plan as of the last day of our 2023 fiscal year:

  104. Nonqualified Deferred Compensation in Fiscal Year 2023

    | | Nonqualified Deferred Compensation(1) | | | | | | | Name | Aggregate balance at December 2, 2022 ($) | Executive contributions in fiscal 2023 ($) | Registrant contributions in fiscal 2023 ($) | Aggregate earnings fiscal 2023 ($) | Aggregate withdrawals/distributions in fiscal 2023 ($) | Aggregate balance at December 1, 2023 ($) | | Shantanu Narayen | 10,916,484 | 2,560,993 | — | 907,594 | — | 14,385,071 |

  105. Nonqualified Deferred Compensation in Fiscal Year 2023

    _________________________ (1) Executive contributions in this table are reflected in the Summary Compensation table for fiscal year 2023 and were reflected in prior years, as applicable. Aggregate earnings are not reflected in the Summary Compensation Table for fiscal year 2023 and were not reflected in prior years.

  106. Potential Payments upon Termination and/or a Change of Control

    Potential Payments upon Termination and/or a Change of Control The following table sets forth the estimated potential payments and benefits payable to each NEO under the Change of Control Plan (as in effect on December 1, 2023), and in the case of Mr. Narayen, his Retention Agreement, in the event of a termination of employment and/or a change of control (“COC”), as if such termination or COC event had occurred on December 1, 2023, the last day of fiscal year 2023. The value of the equity awards is based on the closing market price of our common stock as reported on Nasdaq on December 1, 2023, which was $612.47 per share. Each NEO must sign a release of claims to receive any of the benefits below except those for Death/Disability, COC Only (continued employment), or COC Only/Equity Not Assumed or Substituted.

  107. Potential Payments upon Termination and/or a Change of Control

    | Triggering Event | Target Bonus (1) ($) | Lump Sum Severance (2) ($) | Accelerated Performance Awards (3) ($) | Accelerated Restricted Stock Units ($) | Cont. Health Insurance Coverage (pres. val.) (4) ($) | Total (5) ($) | | Shantanu Narayen | | | | | | | | Death/Disability(6) | — | — | 65,766,416 | 12,739,987 | — | 78,506,403 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 3,000,000 | 13,500,000 | 108,857,355 | 29,506,965 | 36,118 | 154,900,438 |

  108. Potential Payments upon Termination and/or a Change of Control

    | Triggering Event | Target Bonus (1) ($) | Lump Sum Severance (2) ($) | Accelerated Performance Awards (3) ($) | Accelerated Restricted Stock Units ($) | Cont. Health Insurance Coverage (pres. val.) (4) ($) | Total (5) ($) | | COC Only (continued employment)(8) | — | — | 108,857,355 | 29,506,965 | — | 138,364,320 | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 108,857,355 | 29,506,965 | — | 138,364,320 | | Daniel Durn | | | | | | | | Death/Disability(6) | — | — | 7,654,650 | 13,655,631 | — | 21,310,281 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 891,071 | 470,306(10) | 17,026,053 | 21,749,424 | 51,317 | 40,188,171 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 17,026,053 | 21,749,424 | — | 38,775,477 | | Anil Chakravarthy | | | | | | | | Death/Disability(6) | — | — | 15,665,146 | 4,824,425 | — | 20,489,571 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 791,071 | 3,200,000(11) | 29,235,643 | 11,241,887 | 51,317 | 44,519,918 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 29,235,643 | 11,241,887 | — | 40,477,530 | | David Wadhwani | | | | | | | | Death/Disability(6) | — | — | 9,754,198 | 8,082,156 | — | 17,836,354 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 791,071 | 3,200,000(11) | 23,324,695 | 17,681,401 | 51,317 | 45,048,484 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 23,324,695 | 17,681,401 | — | 41,006,096 | | Scott Belsky | | | | | | | | Death/Disability(6) | — | — | 11,808,422 | 5,458,944 | — | 17,267,366 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 720,536 | 2,900,000 | 20,292,969 | 13,092,158 | 51,317 | 37,056,980 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 20,292,969 | 13,092,158 | — | 33,385,127 |

  109. Potential Payments upon Termination and/or a Change of Control

    (1) This amount represents the fiscal year 2023 target annual cash incentive opportunity under the 2023 Cash Incentive Plan. The cash incentive opportunity amount is prorated for the elapsed time in the current incentive period, assuming that all performance targets have been met; therefore, the amount reported is 100% of the target annual cash incentive opportunity. Actual fiscal year 2023 bonuses earned by each NEO are reported in the column titled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. (2) Based on the base salary and target bonus on December 1, 2023. (3) This amount includes the full acceleration of the number of shares at 100% of target under the 2021, 2022 and 2023 Performance Share Programs. As of December 1, 2023, the 2021 Performance Share Program's performance certification by the Committee was not completed; the 2022 and 2023 Performance Share Programs had not yet completed each of their respective performance periods. For purposes of this disclosure, achievement of performance is assumed to be 100%, but actual achievement may vary. The Committee’s certification of achievement under the 2021 Performance Share Program was completed in December 2023. See the discussion in the “Compensation Discussion and Analysis” section of this proxy statement for actual achievement amounts. (4) Amounts reported represent the present value of 18 months of COBRA payments with an estimated 10% premium increase every 12 months. The present value is calculated by using 120% of the short term applicable federal rate of 6.23%. (5) In accordance with the terms of the Change of Control Plan and Mr. Narayen’s Retention Agreement, all of the benefits in this table are subject to a reduction in the event the amounts payable would constitute an excess parachute payment within the meaning of Section 280G of the Code, to the extent the reduced benefits would result in a better after-tax economic position for the affected NEO. See footnotes 10 and 11 below regarding Messrs. Durn’s, Chakravarthy’s and Wadhwani’s benefits. (6) For an explanation of benefits to be received by our NEOs as a result of death or disability, see the section titled “Executive Compensation—Grants of Plan-Based Awards in Fiscal Year 2023—Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2023 Table” above. (7) For an explanation of benefits received by our NEOs as a result of an involuntary termination or resignation for good reason upon a COC, see the section titled “Change of Control” above. (8) Assumes that all equity awards were assumed or substituted by the hypothetical acquiring company. No benefits are payable to the NEOs pursuant to the Change of Control Plan and there is no accelerated vesting pursuant to the terms of the applicable equity award agreements if the NEOs’ employment continues after a COC; however, Mr. Narayen’s Retention Agreement provides that all outstanding equity awards (provided that, for performance shares, vesting is solely to the extent shares are credited at the change of control) accelerate in vesting in full upon a COC, regardless of whether his employment is terminated. (9) Assumes that equity awards were not assumed or substituted by the hypothetical acquiring company. Pursuant to the terms of the applicable equity plans, any unvested portions of any outstanding equity awards that are not assumed or substituted by the acquiring company are immediately vested in full as of the date immediately prior to the effective date of the COC. (10) Mr. Durn's total payments exceed his Section 280G threshold, and a cutback of severance payments would result in a better after-tax economic position. Therefore, Mr. Durn’s payment is subject to a reduction and Mr. Durn would receive a reduced severance payment. (11) Messrs. Chakravarthy’s and Wadhwani’s total payments exceed their respective Section 280G thresholds; however, receipt of the full amounts would result in a better after-tax economic position. Therefore, Messrs. Chakravarthy’s and Wadhwani’s payments are not subject to a reduction and Messrs. Chakravarthy and Wadhwani would receive their full lump sum severance.

  110. CEO Pay Ratio

    CEO Pay Ratio The fiscal year 2023 annual total compensation of our CEO was $44,932,578 and the annual total compensation of our median compensated employee was $196,336, based on the methodology presented in the Summary Compensation Table (which, as discussed in footnote 2 to the Summary Compensation Table, does not reflect the grant date fair value for the entirety of the performance shares granted to our CEO under the 2023 Performance Share Program and includes a portion of the grant date fair value of performance shares granted to our CEO under the 2022 Performance Share Program, as a result of accounting principles applicable to the reporting of the performance shares). This resulted in a ratio of 229 to 1. To identify the median employee, we took into account target annual base salary, target annual cash incentive bonus and grant date accounting value of RSU and performance share awards granted to our employees, excluding Mr. Narayen, as of December 1, 2023. We annualized this compensation for employees who did not work the entire year. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using the average foreign exchange rate for the fiscal year. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  111. Pay Versus Performance

    Pay Versus Performance This section provides disclosure about the relationship between (i) the “compensation actually paid” to our principal executive officer (“PEO”) and the average “compensation actually paid” to our non-PEO NEOs, as defined under SEC disclosure rules, and (ii) certain financial performance measures of the Company for the fiscal years listed below. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act (the “Pay Versus Performance Rules”) and does not necessarily reflect how the Committee evaluates compensation decisions.

  112. Pay Versus Performance

    | | Summary Compensation Table Total for PEO (2) ($) | Compensation Actually Paid to PEO (3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (2) ($) | Average Compensation Actually Paid to Non-PEO NEOs (3) ($) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income (6) ($ millions) | Revenue (7) ($ millions) | | Fiscal Year (1) | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return (5) ($) | | | | 2023 | 44,932,578 | 127,736,069 | 14,676,314 | 36,600,586 | 128.39 | 145.87 | 5,428 | 19,409 | | 2022 | 31,600,311 | (95,281,472) | 11,195,805 | (8,498,241) | 71.60 | 103.55 | 4,756 | 17,606 | | 2021 | 36,128,725 | 104,746,141 | 15,706,649 | 14,597,781 | 129.24 | 126.30 | 4,822 | 15,785 |

  113. Pay Versus Performance

    _________________________ (1) Mr. Narayen served as PEO for fiscal years 2023, 2022 and 2021. The Non-PEO NEOs for the applicable fiscal years were: •2023: Messrs. Durn, Chakravarthy, Wadhwani and Belsky. •2022: Messrs. Durn, Chakravarthy, Wadhwani and Belsky. •2021: Messrs. Durn, Chakravarthy, Wadhwani, Murphy and Parasnis. (2) The amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable fiscal year for Mr. Narayen and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable fiscal year for the non-PEO NEOs reported for that applicable fiscal year. (3) To calculate compensation actually paid, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with SEC disclosure rules. These dollar amounts do not reflect the actual amounts of compensation earned by or paid to our PEO and non-PEO NEOs during the applicable fiscal year. For purposes of calculating “compensation actually paid,” the fair value of equity awards is calculated using the same valuation methodologies used to calculate the grant date fair value of awards in accordance with FASB ASC Topic 718 for purposes of the Summary Compensation Table. See the section titled “Summary Compensation Table for Fiscal Years 2023, 2022 and 2021” for additional information. A reconciliation of the adjustments for our PEO compensation and for the average compensation of the non-PEO NEOs is set forth below:

  114. Pay Versus Performance

    | | Fiscal Year 2023 | | Fiscal Year 2022 | | Fiscal Year 2021 | | | | PEO ($) | Average for Non-PEO NEOs ($) | PEO ($) | Average for Non-PEO NEOs ($) | PEO ($) | Average for Non-PEO NEOs ($) | | Summary Compensation Table Total | 44,932,578 | 14,676,314 | 31,600,311 | 11,195,805 | 36,128,725 | 15,706,649 | | Deduct Value of Stock Awards Granted in Fiscal Year, as Reported in Summary Compensation Table | (40,077,295) | (12,641,464) | (27,162,373) | (8,502,393) | (32,499,671) | (13,699,389) | | Add Covered Fiscal Year-End Fair Value of Outstanding and Unvested Stock Awards Granted in Covered Fiscal Year | 79,203,758 | 23,876,440 | 13,818,944 | 4,752,995 | 50,250,843 | 14,233,210 | | Add Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 37,677,968 | 8,192,280 | (93,430,410) | (13,218,842) | 50,032,083 | 3,032,311 | | Add Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Fiscal Year | 3,174,155 | 1,315,936 | — | — | — | — | | Add Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years which Vested In Covered Fiscal Year | 2,824,905 | 1,181,080 | (20,107,944) | (2,725,806) | 834,161 | 159,605 | | Deduct Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years which were Forfeited in Covered Fiscal Year | — | — | — | — | — | (4,834,605) | | Compensation Actually Paid | 127,736,069 | 36,600,586 | (95,281,472) | (8,498,241) | 104,746,141 | 14,597,781 |

  115. Pay Versus Performance

    (4) Pursuant to SEC disclosure rules, the Total Shareholder Return (“TSR”) comparison assumes $100 was invested on November 27, 2020, valued again on each fiscal year ended 2021, 2022 and 2023. (5) The Peer Group TSR consists of the companies included in the S&P 500 Software & Services Index. (6) Represents net income as reported in our audited consolidated financial statements. (7) We have identified revenue as the most important financial performance measure used by us to link compensation actually paid to our PEO and Non-PEO NEOs, for the most recently completed fiscal year, to our performance, as this measure is used to determine executive compensation, including as a key metric that determined funding under our 2023 Executive Annual Incentive Plan.

  116. Compensation Actually Paid vs. Adobe TSR

    Compensation Actually Paid vs. Adobe TSR

  117. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  118. Compensation Actually Paid vs. Revenue

    Compensation Actually Paid vs. Revenue

  119. Election of Directors

    Election of Directors We currently have twelve members of our Board, all of whose terms will expire at the 2024 Annual Meeting. Stockholders will vote for the twelve nominees listed above in the section titled “Our Directors—Director Nominees” to serve for a one-year term expiring at our 2025 Annual Meeting of Stockholders. Each director will serve until such director’s successor has been elected and qualified or until such director’s earlier death, resignation or removal. Under the terms of our Restated Certificate of Incorporation, all directors of Adobe are elected to one-year terms and stand for election annually. Each of the nominees is currently a director of Adobe and has previously been elected by our stockholders, except for Cristiano Amon, whom the Board (including members of the Governance and Sustainability Committee) appointed as a director in October 2023. A third-party search firm initially brought Mr. Amon to the attention of our Chair of the Board and Chief Executive Officer, who then recommended Mr. Amon to the Board (including members of the Governance and Sustainability Committee) to consider as a potential candidate. There are no family relationships among our directors or executive officers. If any nominee is unable or declines to serve as a director, the Board may designate another nominee to fill the vacancy and the proxy will be voted for that nominee.