DEF 14A of Adobe Inc., Feb 28, 2025

DEF 14A of Adobe Inc.

Filed Feb 28, 2025 · FY20240000796343-25-000048

Open on EDGAR

  1. No Incorporation By Reference

    | Grants of Plan-Based Awards in Fiscal Year 2024 | 59 | | Outstanding Equity Awards at Fiscal Year 2024 End | 61 | | Option Exercises and Stock Vested in Fiscal Year 2024 | 62 | | Nonqualified Deferred Compensation in Fiscal Year 2024 | 63 | | Change of Control | 64 | | CEO Pay Ratio | 67 | | Pay Versus Performance | 68 | | Equity Compensation Plan Information | 72 | | Security Ownership of Certain Beneficial Owners and Management | 73 | | Management Proposals | 75 | | Proposal 1—Election of Directors | 76 | | Proposal 2—Approval of the Adobe Inc. 2019 Equity Incentive Plan, as amended | 77 | | Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm | 86 | | Principal Accounting Fees and Services | 87 | | Audit Committee Pre-Approval Policy | 87 | | Report of the Audit Committee | 88 | | Proposal 4—Advisory Vote on Executive Compensation | 90 | | Stockholder Proposal | 92 | | Stockholder Proposal | 93 | | Proposal 5—Stockholder Proposal Regarding Vote on Golden Parachutes | 94 | | Information about the Meeting, Voting and Proxies | 98 | | Date, Time and Place of Meeting | 99 | | Quorum for the 2025 Annual Meeting | 99 | | Proxy Materials are Available on the Internet | 99 | | Participating in Our Virtual Annual Meeting | 99 | | Voting | 100 | | Reporting of Voting Results | 102 | | Householding of Proxy Materials | 102 | | Annual Report | 102 | | Proxy Solicitation Costs | 102 | | Stockholder Proposals and Nominations for the Next Annual Meeting | 103 | | 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 February 28, 2025) for each of our eleven director nominees at the 2025 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 | 54 | Oct 2023 | Yes | | M | | | Amy Banse DIRECTOR | Partner, Mosaic General Partnership | 65 | May 2012 | Yes | | C | M | | Melanie Boulden DIRECTOR | EVP and Chief Growth Officer, Tyson Foods | 52 | Oct 2020 | Yes | | M | | | Frank Calderoni LEAD DIRECTOR | Former CEO, Velocity Global | 67 | May 2012 | Yes | | | C | | Laura Desmond DIRECTOR | CEO, Smartly.io | 59 | May 2012 | Yes | M | | | | Shantanu Narayen CHAIR | Chair and CEO, Adobe | 61 | Dec 2007 | No | | | | | Spencer Neumann DIRECTOR | CFO, Netflix | 55 | Jan 2022 | Yes | M | | | | Kathleen Oberg DIRECTOR | CFO and EVP, Development, Marriott International | 64 | Jan 2019 | Yes | C | | M | | Dheeraj Pandey DIRECTOR | Chair and CEO, DevRev | 49 | Jan 2019 | Yes | M | | | | David Ricks DIRECTOR | Chair, President and CEO, Eli Lilly and Company | 57 | Apr 2018 | Yes | | M | | | Daniel Rosensweig DIRECTOR | Executive Chair and Co-Chair, Chegg | 63 | Jan 2009 | Yes | | | M |

  4. Director Nominees

    | C | Chair | M | Member |

  5. Director Nominees

    ________________________ (1)If our eleven director nominees are elected by stockholders, the committee composition as of the 2025 Annual Meeting is shown in the table above. If elected, Ms. Desmond will step down from the Executive Compensation Committee and join the Audit Committee effective as of the 2025 Annual Meeting.

  6. Attributes of Our Eleven Director Nominees

    Attributes of Our Eleven Director Nominees

  7. Attributes of Our Eleven Director Nominees

    | Average Age 58 years | Average Tenure 9.1 years | Independent 91% |

  8. Attributes of Our Eleven Director Nominees

    | 11 directors | Executive Leadership | 11 directors | Operations | | 11 directors | Global Leadership | 11 directors | Finance or Accounting | | 11 directors | Business Development & Strategy | 4 directors | Legal or Regulatory | | 9 directors | Sales, Marketing & Brand Management | 8 directors | Public Company Board Service / Governance | | 3 directors | Technologist | 7 directors | Demographic Background(1) |

  9. Attributes of Our Eleven Director Nominees

    (1)Represents characteristics such as race/ethnicity (4 directors) and/or gender (4 directors).

  10. Directors

    Directors

  11. Directors

    | Attributes of Director Nominees | 19 | | Considerations in Evaluating Director Nominees | 20 | | Director Nominees | 21 | | Director Compensation for Fiscal Year 2024 | 27 |

  12. Directors

    Our business is managed under the direction of our Board of Directors, which is currently composed of twelve members. Effective as of the 2025 Annual Meeting, the size of our Board of Directors will be eleven members. Adobe’s stockholders elect our Board members annually. All of our current directors were elected by our stockholders, and all directors are serving a term that expires at the 2025 Annual Meeting. See the section titled “Proxy Statement Summary—Director Nominees” for information on the composition of our Board.

  13. Attributes of Director Nominees

    Attributes of Director Nominees The following table highlights 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 mix 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 and sales and marketing.

  14. Attributes of Director Nominees

    | | 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 | l | | Amy Banse DIRECTOR | l | l | l | l | l | l | l | | l | | Melanie Boulden DIRECTOR | l | l | l | l | l | | l | | | | Frank Calderoni LEAD DIRECTOR | l | 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 | 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 | l | | David Ricks DIRECTOR | l | l | l | l | l | | l | | l | | Daniel Rosensweig DIRECTOR | l | l | l | l | l | | l | | l | | | 11 | 11 | 11 | 11 | 11 | 4 | 9 | 3 | 8 |

  15. Attributes of Director Nominees

    ________________________ 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 experience in sales management, marketing campaign management, marketing/advertising products and services or public relations. Technologist: Directors with expertise 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.

  16. 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; •contributes to the mix of skills, experiences and backgrounds of the full Board, in the context of the requirements of the Board at that point in time; •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 2026

  17. Considerations in Evaluating Director Nominees

    | Cristiano Amon DIRECTOR SINCE 2023 INDEPENDENT Executive Compensation Committee | Mr. Amon, 54, 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 |

  18. Considerations in Evaluating Director Nominees

    | Amy Banse DIRECTOR SINCE 2012 INDEPENDENT Executive Compensation Committee (chair); Governance and Sustainability Committee | Ms. Banse, 65, has served as a partner at Mosaic General Partnership (formerly Mastry, Inc.), an early stage venture capital firm, since March 2021. 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 from January 2011 to September 2020. From 2004 to January 2011, Ms. Banse served as 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: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024) |

  19. Considerations in Evaluating Director Nominees

    | Melanie Boulden DIRECTOR SINCE 2020 INDEPENDENT Executive Compensation Committee | Ms. Boulden, 52, has served as Executive Vice President and Chief Growth Officer for Tyson Foods, Inc. (“Tyson Foods”), a multinational, protein-focused food company, since February 2023. From September 2023 to October 2024, Ms. Boulden also served as Group President Prepared Foods for 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 Executive Vice President and Chief Growth Officer for 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 |

  20. Considerations in Evaluating Director Nominees

    | Frank Calderoni Lead Director DIRECTOR SINCE 2012 INDEPENDENT Governance and Sustainability Committee (chair) | Mr. Calderoni, 67, served as the Chief Executive Officer of Velocity Global, a provider of global talent solutions, from April 2023 to August 2024. Prior to joining Velocity Global, 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) |

  21. Considerations in Evaluating Director Nominees

    | Laura Desmond DIRECTOR SINCE 2012 INDEPENDENT Executive Compensation Committee; Audit Committee(1) | Ms. Desmond, 59, has served as Chief Executive Officer at Smartly.io, an advertising technology company, since September 2022. Ms. Desmond has served as Founder and Chief Executive Officer of Eagle Vista Partners, a strategic advisory and investment firm focused on marketing and digital technology, since March 2017, and as an Operating Partner in the Media & Technology Practice at Providence Equity Partners LLC, a private equity investment firm, since December 2017. Prior to this, Ms. Desmond 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 Ms. Desmond 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. Ms. Desmond 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. Ms. Desmond 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) | | (1)Ms. Desmond will step down from the Executive Compensation Committee and join the Audit Committee effective as of the 2025 Annual Meeting if elected. | |

  22. Considerations in Evaluating Director Nominees

    | Shantanu Narayen Chair DIRECTOR SINCE 2007 Committees: None | Mr. Narayen, 61, 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) |

  23. Considerations in Evaluating Director Nominees

    | Spencer Neumann DIRECTOR SINCE 2022 INDEPENDENT Audit Committee | Mr. Neumann, 55, has served as Chief Financial Officer of Netflix, Inc. (“Netflix”), a media company, since January 2019. Before joining Netflix, Mr. Neumann served as Chief Financial Officer of 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 |

  24. Considerations in Evaluating Director Nominees

    | Kathleen Oberg DIRECTOR SINCE 2019 INDEPENDENT Audit Committee (chair); Governance and Sustainability Committee | Ms. Oberg, 64, 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 |

  25. Considerations in Evaluating Director Nominees

    | Dheeraj Pandey DIRECTOR SINCE 2019 INDEPENDENT Audit Committee | Mr. Pandey, 49, has served as 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 since December 2020. 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) |

  26. Considerations in Evaluating Director Nominees

    | David Ricks DIRECTOR SINCE 2018 INDEPENDENT Executive Compensation Committee | Mr. Ricks, 57, has served as President and Chief Executive Officer of Eli Lilly and Company, a pharmaceutical company (“Eli Lilly”), since January 2017 and as Chair of the board of directors of Eli Lilly since June 2017. From 2012 to 2016, Mr. Ricks served as Senior Vice President and President of Lilly Bio-Medicines. From 2009 to 2012, Mr. Ricks served as President of Lilly USA, LLC, Eli Lilly’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. Mr. Ricks served as 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 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, President 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) |

  27. Considerations in Evaluating Director Nominees

    | Daniel Rosensweig DIRECTOR SINCE 2009 INDEPENDENT Governance and Sustainability Committee | Mr. Rosensweig, 63, has served as Executive Chair of Chegg, Inc., an online textbook rental company (“Chegg”), since June 2024 and Co-Chair of the board of directors of Chegg since July 2018. Mr. Rosensweig served as President and Chief Executive Officer of Chegg from February 2010 to June 2024 and as Chair of the board of directors of Chegg from March 2010 to July 2018. From 2009 to 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 and former executive positions at Chegg, 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) |

  28. Director Compensation for Fiscal Year 2024

    Director Compensation for Fiscal Year 2024 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 2024. 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 2024.

  29. Director Compensation for Fiscal Year 2024

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | Total ($) | | Cristiano Amon | 75,000 | 300,327 | 375,327 | | Amy Banse | 100,000 | 300,327 | 400,327 | | Brett Biggs | 80,000 | 300,327 | 380,327 | | Melanie Boulden | 75,000 | 300,327 | 375,327 | | Frank Calderoni | 140,000 | 300,327 | 440,327 | | Laura Desmond | 75,000 | 300,327 | 375,327 | | Spencer Neumann | 80,000 | 300,327 | 380,327 | | Kathleen Oberg | 110,000 | 300,327 | 410,327 | | Dheeraj Pandey | 80,000 | 300,327 | 380,327 | | David Ricks | 75,000 | 300,327 | 375,327 | | Daniel Rosensweig | 70,000 | 300,327 | 370,327 |

  30. Director Compensation for Fiscal Year 2024

    _________________________ (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 2024 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. Amon, Biggs, Calderoni and Rosensweig and Mses. Banse and Boulden each elected to defer 100% of their RSUs granted on April 17, 2024 pursuant to Adobe’s Deferred Compensation Plan. For more information on this plan, see the section titled “Deferred Compensation Plan” below. (3)On April 17, 2024, each non-employee director then sitting on the Board received an annual grant of 633 RSUs with a grant date fair value of $474.45 per share. As of 2024 fiscal year end, each non-employee director held a total of 633 unvested and outstanding RSUs.

  31. 2025 Director Compensation

    2025 Director Compensation Following a review with Compensia of peer company board compensation trends in 2024, the Executive Compensation Committee recommended and our Board approved, effective November 30, 2024, the Fiscal Year 2025 and Fiscal Year 2026 Non-Employee Director Compensation Policy (the “FY 2025 and FY 2026 Director Compensation Policy”), consistent with the Board’s historical practice of approving a director compensation policy every two years. The FY 2025 and FY 2026 Director Compensation Policy increased the annual equity award value for fiscal years 2025 and 2026 from $315,000 to $330,000. Under the FY 2025 and FY 2026 Director Compensation Policy, cash compensation remains the same for fiscal years 2025 and 2026 as in fiscal year 2024, except that the annual retainers for committee chairs increased: (i) for the Audit Committee Chair, from $40,000 to $45,000; (ii) for the Executive Compensation Committee Chair, from $30,000 to $35,000; and (iii) for the Governance and Sustainability Committee Chair, from $20,000 to $25,000.

  32. CEO and All Other NEOs’ Target Pay Mix for Fiscal Year 2024(1)

    CEO and All Other NEOs’ Target Pay Mix for Fiscal Year 2024(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 2024, 2023 and 2022” 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 2024” and “Accounting and Tax Considerations.”

  33. CEO Compensation

    CEO Compensation Particularly, for our CEO, we continued to emphasize pay for performance in fiscal year 2024 with the following: •90% of our CEO’s target TDC continued to be comprised of long-term equity awards; •A substantial percentage (70%) of our CEO’s long-term equity awards continued to be performance-based, with the remainder (30%) continuing to be time-based RSUs that vest according to a four-year vesting schedule; and •The Committee did not increase our CEO’s target TDC.

  34. Targets for Performance Share Program and Annual Cash Incentive Continue to Be Rigorous

    Targets for Performance Share Program and Annual Cash Incentive Continue to Be Rigorous Performance Share Program: Consistent with our pay for performance philosophy, we establish challenging targets across our compensation programs. As with our 2022 and 2023 Performance Share Programs (“PSPs”), our 2024 PSP continued to require both strong financial performance and relative Company performance in order for our NEOs to earn a 100% payout. Because Adobe common stock underlies our performance share awards, the immediate value of these awards is subject to fluctuations in our stock price, strongly aligning the interests of our NEOs, including our CEO, with those of our stockholders.

  35. Targets for Performance Share Program and Annual Cash Incentive Continue to Be Rigorous

    | Relative Total Stockholder Return | | •In order to achieve 100% payout for the relative total stockholder return (“TSR”) component, the 2024 PSP requires achieving a 55th percentile relative TSR rank against companies that comprised the Nasdaq 100 Index as of January 1, 2024, excluding the second class of stock for any company with dual-classes of stock (the “Index Companies”) over a three-year performance period (the “Relative TSR Goal”). •The Committee set the target at the 55th percentile relative to the Index Companies to ensure that NEOs benefit only from sustained value creation for our stockholders that outperforms the Index Companies and do not benefit from temporary spikes in stock price. |

  36. Targets for Performance Share Program and Annual Cash Incentive Continue to Be Rigorous

    | Net New Sales | | •In order to achieve 100% payout for the net new sales component, the 2024 PSP sets rigorous standards, requiring achievement above the initial public guidance provided by the Company in December 2023 (the “Initial Public Guidance”) for fiscal year 2024 for (1) net new annualized recurring revenue (“ARR”) in Digital Media and (2) subscription revenue growth in Digital Experience (together, the “Net New Sales Goal”). •The Committee set the fiscal year 2024 Net New Sales Goal target for 100% performance above the fiscal year 2023 Net New Sales Goal target for 100% performance and actual results to motivate our NEOs to deliver even stronger financial performance to drive long-term value creation for our stockholders. |

  37. Targets for Performance Share Program and Annual Cash Incentive Continue to Be Rigorous

    Annual Cash Incentive: Our annual cash incentive plan is similarly designed to align our NEOs’ cash incentives to strong Company financial performance, with cash incentives payable only if certain threshold financial performance goals are met.

  38. Targets for Performance Share Program and Annual Cash Incentive Continue to Be Rigorous

    | Revenue and Non-GAAP Diluted Earnings Per Share | | •The target for 100% performance for each of revenue and non-GAAP diluted earnings per share (“EPS”) for the 2024 Executive Annual Incentive Plan (“2024 Cash Incentive Plan”) was set above the 2023 Executive Annual Incentive Plan revenue and non-GAAP diluted EPS targets for 100% performance and actual results. •To further align our NEOs' cash incentives with Company financial performance, for fiscal year 2025, the Committee increased the threshold financial performance required for payout from 90% to 95% and eliminated the individual performance component of the plan. The elimination of individual goals accordingly reduced the maximum annual cash incentive our NEOs will be eligible to earn from 200% to 155% of their target opportunity, and increased the importance of long-term equity to our NEOs overall compensation. |

  39. Compensation Programs Results Demonstrate Pay For Performance Alignment

    | ANNUAL CASH INCENTIVE PLAN | | | | | 98% | payout under our 2024 Cash Incentive Plan, following a 2% downward Strategic Performance Adjustment to 100% Financial Performance Result achievement. | | | | LONG-TERM PERFORMANCE SHARE PROGRAM | | | | | 2022 Performance Share Program Relative TSR Goal Payout Percentage | | FY 2024 Net New Sales Goal Payout Percentage | | | 41% | for calendar years 2022 to 2024 | 132% | under each of the 2022, 2023 and 2024 Performance Share Programs | | 2022 Performance Share Program Overall Payout Percentage | | | | | 79% | combined, weighted-average results for both the three-year Relative TSR Goal achievement together with the Net New Sales Goal achievement for each of fiscal years 2022, 2023 and 2024. Achievement of the Relative TSR Goal and each of the Net New Sales Goals was determined independent of each other by the Committee. | | |

  40. Compensation Programs Results Demonstrate Pay For Performance Alignment

    | CEO Performance-Based Pay: Target vs. Payout ($ in millions) | | | | 2022 Performance Share Program | Earned | Target | | | $16.10(1) | | | | $24.15(2) | |

  41. Compensation Programs Results Demonstrate Pay For Performance Alignment

    | 2024 Annual Cash Incentive Plan | Earned | | Target | | | $2.94 | | | | | | $3.00 | |

  42. 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 |

  43. No Changes to Target TDC from Fiscal Year 2023

    No Changes to Target TDC from Fiscal Year 2023 We generally align our compensation strategy with the practices of our peer group when possible and to the extent consistent with our business model. 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. 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. Following review of the considerations set forth in this “Compensation Discussion & Analysis” section, the Committee did not increase fiscal year 2024 target TDC for our NEOs. The increase in equity award values reflected in the Summary Compensation Table (“SCT”) is driven primarily by the accounting treatment of our performance share awards.

  44. How We Align Pay and Performance

    How We Align Pay and Performance 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 realized will likely differ from the target values. Independent from the grant date fair values included in the SCT, when determining the annual equity grants to our NEOs in January of each year, the Committee believes it is important to consider the effect of the year-end value of our stock price on those awards over time. Realizable pay reflects the market value of equity awards and increases or decreases with fluctuations in our stock price. Given that approximately 90% of our CEO’s and 89% of our other NEOs’ target TDC for fiscal year 2024 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 PSPs potentially closing with no value earned and no dilutive effect to the Company. The following chart shows the relationship between the target, SCT and realizable values of our CEO’s TDC and Adobe’s indexed TSR for the past three completed fiscal years. It demonstrates that across any one of these views of value delivered, our equity compensation program is working as intended by the Committee to provide meaningful incentives to our executive officers to drive strong stockholder returns relative to our peer group over the long-term. It also demonstrates the direct correlation between our stock price and realizable pay. When our stock price increases and generates positive returns for our stockholders, the increase impacts our CEO’s realizable pay during the present fiscal year and for past fiscal years during which our CEO received equity awards that are held or still subject to vesting. When our stock price decreases, the decrease similarly impacts our CEO’s realizable pay in fiscal years and can result in realizable TDC being less than target TDC. As described in greater detail below, performance share awards included in each fiscal year’s SCT TDC are determined in accordance with FASB ASC Topic 718, which differ from performance share awards included in each fiscal year’s Target TDC or Realizable TDC. _________________________ Target TDC: Target TDC is the sum of our CEO’s base salary, target annual incentive amount (which is the target bonus percentage multiplied by the respective base salary) and target equity award values as disclosed in the Compensation Discussion and Analysis section of this and prior proxy statements. No other amounts are included. SCT TDC: SCT TDC is the sum of our CEO’s actual base salary, actual incentive amount earned and equity award values computed in accordance with FASB ASC Topic 718 as disclosed in the SCT section of this and prior proxy statements. No other amounts are included. The chart below illustrates the performance share values disclosable in the SCT in accordance with FASB ASC Topic 718. In accordance with FASB ASC Topic 718, tranches of performance awards are disclosable only after the performance measure has been determined. As such, our CEO’s SCT equity value was lower than his target equity value for each of fiscal year 2022 and 2023 due to certain tranches of the Net New Sales Goal not being disclosable under FASB ASC Topic 718. In contrast, while our CEO’s target TDC did not change from fiscal year 2023 to fiscal year 2024, the requirements of FASB ASC Topic 718 resulted in an increase in the SCT-reported value due to fiscal year 2024 including three tranches of the Net New Sales Goal versus fiscal year 2023 including only two tranches of the Net New Sales Goal.

  45. How We Align Pay and Performance

    | Proxy Reporting Year | Performance Share Plan Tranches Included for Each Fiscal Year’s SCT TDC, in Accordance with FASB ASC Topic 718 | | | | | FY 2022 | 50% of 2022 PSP (Relative TSR over 3 years) | 16.67% of 2022 PSP (FY22 Net New Sales) | | | | FY 2023 | 50% of 2023 PSP (Relative TSR over 3 years) | 16.67% of 2022 PSP (FY23 Net New Sales) | 16.67% of 2023 PSP (FY23 Net New Sales) | | | FY 2024 | 50% of 2024 PSP (Relative TSR over 3 years) | 16.67% of 2022 PSP (FY24 Net New Sales) | 16.67% of 2023 PSP (FY24 Net New Sales) | 16.67% of 2024 PSP (FY24 Net New Sales) |

  46. How We Align Pay and Performance

    Realizable TDC: Realizable TDC is the sum of our CEO’s actual earned base salary, non-equity incentive plan compensation and 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 Adobe’s closing stock price per share on the last day of fiscal year 2024 of $515.93. No other amounts are included. Equity award values for performance shares are based on: (i) for the completed performance period for our 2022 PSP, the number of shares actually earned for the applicable performance period following certification of results; and (ii) for the performance periods for our 2023 and 2024 PSPs that are not yet complete, (x) target amounts under the Relative TSR Goal and (y) the earned amounts for fiscal years 2023 and 2024 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. For example, as it relates to performance shares, (i) fiscal year 2022 Realizable TDC includes performance shares earned under the 2022 PSP with overall payout of 79% and (ii) fiscal year 2024 Realizable TDC includes performance shares earned under the 2024 PSP for the fiscal year 2024 Net New Sales Goal with payout of 132% and performance shares at target for the calendar years 2024 to 2026 Relative TSR Goal and the fiscal years 2025 and 2026 Net New Sales Goals. Indexed TSR: Indexed TSR is calculated by taking Adobe’s stock price per share on the last day of fiscal years 2022, 2023 and 2024 of $341.53, $612.47 and $515.93, respectively, and dividing each by Adobe’s stock price per share on the last day of fiscal year 2021 of $616.53.

  47. Cash Incentives

    Cash Incentives

  48. 2024 Cash Incentive Plan

    2024 Cash Incentive Plan We provide our NEOs with the opportunity to earn an annual cash incentive. Our 2024 Cash Incentive Plan continued to be designed to emphasize strong financial performance as a gating factor to the annual cash incentive that NEOs ultimately realize. The Committee approved the 2024 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 2024 Cash Incentive Plan were calculated based on (1) the corporate performance result (the “Corporate Performance Result”), which was comprised of the financial performance of the Company in fiscal year 2024 (the “Financial Performance Result”) and a discretionary strategic performance adjustment (a “Strategic Performance Adjustment”) that could result in the Corporate Performance Result being adjusted up or down, and (2) an individual performance result. The dollar value of each NEO’s award for fiscal year 2024 was calculated according to the below formula:

  49. 2024 Cash Incentive Plan

    | Corporate Performance Result(1) (%) | | X | Individual Performance Result(3) (%)X | Individual Target Cash Incentive ($) | | = | Individual EAIP Award(4) ($) | | Financial Performance Result(2) (%) | + | Strategic Performance Adjustment (+/- up to 25 pct pts) | Individual Objectives & People, Org and Culture | Base SalaryX | Target Cash Incentive (%) | | | | 90% achievement threshold required for any payout | | | | | | | |

  50. 2024 Cash Incentive Plan

    ________________________ (1)Ranges from 0% to 155% (2)Ranges from 0% to 130% (3)Ranges from 0% to 150% (4)Capped at 200% For fiscal year 2025, the Committee updated our 2025 Executive Annual Incentive Plan to increase the threshold performance required from 90% to 95% for each of the two gating Financial Performance Result metrics before our NEOs will be eligible to receive any cash incentive amount to further ensure pay for performance alignment. In addition, the Committee eliminated the individual performance component based on the philosophy that the Company’s executive officers operate as one team to execute Adobe’s annual priorities and performance. Accordingly, the maximum cash incentive that our NEOs are eligible to earn for fiscal year 2025 was decreased from 200% to 155% of their target annual cash incentive opportunity. Additionally, with the removal of the individual performance component, the payout calculation will be based more on objective, formulaic assessments of financial performance. This change also aligns with feedback received from stockholders to enhance the transparency of our annual cash incentive payout calculation. For more information, refer to the Current Report on Form 8-K Adobe filed with the SEC on January 30, 2025. Corporate Performance Result For fiscal year 2024, two threshold goals determine the Financial Performance Result and serve as gating factors that must be achieved before our NEOs were eligible to receive any cash incentive amounts under the 2024 Cash Incentive Plan. The Company must achieve at least 90% of each of its annual (1) revenue target and (2) non-GAAP diluted EPS target, set relative to the midpoint of the Initial Public Guidance. The table below provides examples of the Financial Performance Result, including at threshold, target and maximum, that may be earned based on performance of each of the two goals:

  51. 2024 Cash Incentive Plan

    | Performance Against Revenue Target | Revenue Performance (in billions) | | Performance Against non-GAAP diluted EPS Target | Non-GAAP diluted EPS Performance | | Financial Performance Result | | Below 90% | <$19.26 | and | Below 90% | <$16.02 | → | 0% | | 100% | $21.40 | and | 100% | $17.80 | → | 95% | | 100.5% | $21.50 | and | 101.1% | $18.00 | → | 100% | | 106% and above | $22.68 | and | 107% and above | $19.05 | → | 130% |

  52. 2024 Cash Incentive Plan

    The Corporate Performance Result was based on (1) the Financial Performance Result and (2) a Strategic Performance Adjustment based on the Committee’s assessment of the Company’s performance against its corporate priorities and objectives during the performance period. The Committee, in its sole discretion, may make a Strategic Performance Adjustment based on the Committee’s assessment of the Company’s corporate priorities and objectives for the performance period, including, but not limited to, adjustments as a result of (i) reorganizing and restructuring charges; (ii) discontinued operations; (iii) asset write-downs; (iv) gains or losses on the disposition of an asset or business; (v) mergers, acquisitions or dispositions (subject to the provisions above); (vi) extraordinary, unusual and/or non-recurring items of gain or loss; and (vii) foreign currency fluctuations. We included financial performance measures in our cash incentive plan to measure our success in meeting internal annual financial performance goals for revenue and profitability, which we believe drive long-term value creation. For fiscal year 2024, the Financial Performance Result was based on our revenue and non-GAAP diluted EPS performance against the Initial Public Guidance. 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 additional relationships between financial performance and the funding results under the 2024 Cash Incentive Plan can be found in Exhibit 10.4 to the Current Report on Form 8-K Adobe filed with the SEC on January 26, 2024. Individual Performance Result For fiscal year 2024, the “Individual Performance Result” was based on the Committee’s assessment of each NEO’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. The individual goals were selected by the Committee in consultation with our CEO (other than with respect to his own goals) in January 2024, 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 2024 were specifically tailored to the functions led by each NEO and aligned to execution against our annual Company priorities and financial objectives. In addition to the individual goals outlined below in the section titled “Fiscal Year 2024 Compensation Decisions and Results—Cash Incentives”, the Committee approved people, organization and culture goals that apply to all of our NEOs: (1) develop and invest in succession talent; (2) focus on organizational effectiveness to increase strategic alignment and agility; (3) continue to raise the bar on leadership performance, accountability and differentiation; and (4) create an inclusive culture. 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 2024, 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 2024 target annual cash incentive opportunity for each NEO at the same percentage as their target opportunity for fiscal year 2023. Our CEO’s target opportunity was 200% and all our other NEOs’ target opportunity was 100%. 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 NEO is eligible to earn a maximum award of up to 200% of the NEO’s target annual cash incentive opportunity, based on corporate and individual performance results. Amounts paid under the 2024 Cash Incentive Plan are subject to recoupment from participants in accordance with our applicable clawback policies. Fiscal year 2024 results and payouts are set forth below under the section titled “Fiscal Year 2024 Compensation Decisions and Results—Cash Incentives.”

  53. Equity Incentives

    Equity Incentives

  54. 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.

  55. Equity Compensation Mix

    Equity Compensation Mix In fiscal year 2024, the Committee continued to differentiate between our CEO’s and Presidents’ (Messrs. Chakravarthy and Wadhwani) target mix of equity incentive awards and that of the rest of our NEOs. The target mix of ongoing annual equity incentive awards to our CEO and Presidents for fiscal year 2024 remain unchanged and consisted 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 2024 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, 2024, the Committee calculated the target values for equity awards to achieve this desired mix, based on a price of $600.52 per share, the average of the closing price per share of our common stock for the 10 calendar days ending on, and including, January 22, 2024. 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.

  56. Fiscal Year 2024 Mix of Annual Equity Incentive Awards

    Fiscal Year 2024 Mix of Annual Equity Incentive Awards

  57. Fiscal Year 2024 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 |

  58. Fiscal Year 2024 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 “Change of Control Compensation” and “Grants of Plan-Based Awards in Fiscal Year 2024—Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2024 Table—Effect of Death and Disability on Equity Compensation Awards.”

  59. 2024 Performance Share Program

    2024 Performance Share Program Shares may be earned under the 2024 PSP based on the achievement of both the (1) Relative TSR Goal over a three-year performance period and (2) 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 Committee believes that three annual-performance goals under the Net New Sales Goal, rather than a single three-year goal, is aligned with peer practice and 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. Establishing a single Net New Sales Goal that applies to three-year performance would require us to be more conservative in setting performance targets and may result in less aggressive and lower, long-term performance. Our Net New Sales Goal design provides flexibility to set aggressive target achievements each year based on market conditions and performance plans at that time. The Net New Sales Goal design is also aligned with the performance targets being set relative to public guidance, and requiring outperformance to achieve a 100% payout. We do not provide public guidance beyond one year. Additionally, the three annual Net New Sales Goals are balanced by no earned shares being eligible to vest until after the full three-year performance period has concluded under the PSP. Together, the Net New Sales Goal and the Relative TSR Goal 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. The Committee continues to believe that the 2024 PSP properly motivates our NEOs to maximize long-term stockholder value and to remain with Adobe for the full three-year performance period in order to receive any value from the Net New Sales Goal. 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 2024 PSP. The chart below shows the overlapping performance periods of the three PSPs outstanding as of the end of fiscal year 2024 and the performance metrics and weightings applicable to each PSP.

  60. 2024 Performance Share Program

    | Performance Share Program | 2022 | 2023 | 2024 | 2025 | | 2026 | | | | | | | | | | | | | | | No portion of performance shares vest prior to the completion of the 3-year performance period | | | | 3 years (100%) | | | | | | | | Year 1 (33.3%) | Year 2 | Year 3 | | | | | | 100% of Earned Shares Vest at End | | | | | | | | | | | | | | | | | 3 years | | | | | | | | Year 1 | Year 2 | Year 3 | | | | | | 100% of Earned Shares Vest at End | | | | | | | | | | | | | | | | | 3 years | | | | | | | | Year 1 | Year 2 | | Year 3 | | | | | 100% of Earned Shares Vest at End | | | |

  61. 2024 Performance Share Program

    Relative TSR Goal Achievement of the Relative TSR Goal is based on the relative TSR of our common stock during a three-year performance period, comprised of calendar years 2024 through 2026, compared to the Index Companies. The TSR of Adobe and each Index Company will first be measured as the 90 consecutive calendar day average closing stock price for the period ending on, and including, December 31, 2023 and then compared to the 90 consecutive calendar day average closing stock price for the period ending on, and including, December 31, 2026. The average price of Adobe’s common stock at the beginning of the Relative TSR Goal performance period for the 2024 PSP was $577.65. No shares under the Relative 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 Relative 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 Relative 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.

  62. 2024 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 Relative TSR Goal | | Below 25th | 0%(1) | | 25th | 38% | | 35th | 59% | | 55th (Target Percentile Rank) | 100%(2) | | 75th | 158% | | 90th and Above | 200%(3) |

  63. 2024 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 determined and measured annually over a three-year performance period comprised of our fiscal years 2024 through 2026. 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 November 29, 2024, 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. For our fiscal year 2024, the Net New Sales Goal is based on (1) net new ARR in Digital Media and (2) subscription revenue growth in Digital Experience. Starting with fiscal year 2025, the Net New Sales Goal is based on (1) ending ARR growth in Digital Media and (2) subscription revenue growth in Digital Experience. The update from net new ARR to ending ARR growth in Digital Media aligns with the Company’s new guidance approach starting fiscal year 2025 of guiding to annual ending ARR growth instead of quarterly net new ARR in Digital Media. For more information, refer to the Current Report on Form 8-K Adobe filed with the SEC on January 30, 2025. To earn any shares based on the fiscal year 2024 Net New Sales Goal, the Company must surpass 70% of the Initial Public Guidance in order to achieve any payout. 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 fiscal year 2024 Net New Sales Goal 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 2024 PSP 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):

  64. 2024 Performance Share Program

    | Net New Sales as a Percentage of Target for Fiscal Year 2024 (1) | 2024 Net New Sales Performance (in millions) | Shares of Stock That May Be Earned for Fiscal Year 2024 as a Percentage of Target Shares under the fiscal year 2024 Net New Sales Goal | | 70% and Below | $1,641 | 0% | | 75% | $1,758 | 16% | | 95% | $2,227 | 78% | | 100% | $2,344 | 95% | | 105% | $2,462 | 123% | | 120% and Above | $2,813 and Above | 200% (2) |

  65. 2024 Performance Share Program

    (1)Target is based on the midpoint of the Initial Public Guidance where a range applies to a component of the Net New Sales Goal. Percentages will be rounded to the nearest tenth of a percentage. (2)The maximum shares that may be earned under the fiscal year 2024 Net New Sales Goal 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 Relative 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 PSP 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 2024 PSP is set forth below in the section titled “Fiscal Year 2024 Compensation Decisions and Results—Completion of 2022 Performance Share Program and Progress of 2023 and 2024 Performance Share Programs.”

  66. 2024 RSU Program

    2024 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 2024 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 2024.

  67. Cash Incentives

    Cash Incentives

  68. Annual Cash Incentive Plan

    Annual Cash Incentive Plan In January 2024, the Committee approved the 2024 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 our NEOs upon the achievement of certain objectives. The targets for 100% performance for revenue was $21.40 billion and for non-GAAP diluted EPS was $17.80 and would result in a payout of 95%. The fiscal year 2024 targets for both goals require performance above the Initial Public Guidance and fiscal year 2023 actual results for a payout of 100%. Financial Performance Result: For fiscal year 2024, we achieved revenue of $21.51 billion, and diluted EPS of $12.36 on a GAAP basis and $18.42 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.) Accordingly, the revenue and non-GAAP diluted EPS performance resulted in a Financial Performance Result of 100%. Strategic Performance Adjustment: The Committee elected to exercise its discretion as permitted under the 2024 Cash Incentive Plan to make a downward Strategic Performance Adjustment to exclude the effect of foreign currency fluctuations. As a result, the Corporate Performance Result for fiscal year 2024 was 98%. Individual Performance Result: 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, including achievements against the individual goals shown below, and the people, organization and culture goals applicable to all our NEOs discussed above in the section titled “Fiscal Year 2024 Compensation Programs Design—Cash Incentives” during fiscal year 2024, the Committee determined the Individual Performance Result for each of the NEOs. Notwithstanding the strong individual achievements, the Committee determined, consistent with its one team philosophy and primary emphasis on the Corporate Performance Result, to certify individual performance at 100% such that financial performance drove the combined payout under the 2024 Cash Incentive Plan.

  69. Annual Cash Incentive Plan

    | Named Executive Officer | Individual Performance Goals | Achievement Highlights | | Shantanu Narayen CHAIR AND CEO | •Drive growth and innovation strategy •Focus on products, platforms and ecosystem •Invest in customers and strategic partnerships | •Led the Company to deliver record revenue of $21.51 billion, surpassing every metric •Championed product development and innovation to establish Adobe as an AI leader in creativity, marketing and digital experiences •Expanded strategic partnerships with global agencies who adopted Adobe as the technology platform of choice for workflows and creative collaboration | | Daniel Durn CHIEF FINANCIAL OFFICER AND EVP, FINANCE, TECHNOLOGY, SECURITY AND OPERATIONS | •Drive growth with focus on scaling and monetizing new offerings and growth opportunities •Fuel business performance, operating rigor and velocity •Drive technology infrastructure and generative AI and machine learning adoption across the enterprise | •Drove Digital Media and Digital Experience growth, achieving or exceeding profitability and margin targets •Enhanced technology infrastructure for improved operations, efficiencies and new monetization opportunities •Drove internal generative AI learning and adoption through AI@Adobe program | | Anil Chakravarthy PRESIDENT, DIGITAL EXPERIENCE BUSINESS | •Execute critical product initiatives for Digital Experience, Adobe Experience Platform and Applications (“AEP + Apps”) and Adobe GenStudio •Drive AI innovation and growth, category leadership and cross-cloud opportunity •Scale go-to-market focused on industry and solution-led sales, value realization and international | •Exceeded $1 billion ending ARR for AEP + Apps business and gained traction with new product initiatives •Launched generative AI strategy for Adobe Experience Cloud and generative AI-first new applications (“Apps”), such as Adobe GenStudio for Performance Marketing and AEP AI Assistant •Scaled go-to-market in industry and solution-led sales, growing new customer acquisition and improving value realization performance for AEP + Apps | | David Wadhwani PRESIDENT, DIGITAL MEDIA BUSINESS | •Execute critical product initiatives for Creative Cloud, Adobe Express, Document Cloud and Firefly •Drive AI innovation and growth, category leadership and cross-cloud opportunity •Scale go-to-market focused on product-led growth, engagement and retention in digital, mid-market and enterprise | •Exceeded $2 billion in net new ARR for Digital Media and grew value for enterprise customers through Firefly Services and GenStudio, which bring together our Creative and Experience Clouds •Delivered Firefly innovations in imaging, vector, video (in beta) and design, integrated into products and workflows across our three clouds and Adobe Express •Launched Firefly Custom Models, Express on mobile and Acrobat AI Assistant | | Scott Belsky CHIEF STRATEGY OFFICER AND EVP, DESIGN AND EMERGING PRODUCTS | •Drive strategic planning, exploration, inorganic strategies and incubation of emerging technology and business •Shape AI, AI-first and cross-cloud design experiences and strategies | •Advanced Adobe’s strategy across products, incubation and design •Relaunched Adobe Ventures with multiple investments and partnerships •Launched Incubator program that successfully fostered new product innovations that are in beta, such as Project Concept and Project Neo |

  70. Annual Cash Incentive Plan

    The following table shows the calculation of the payout attainment for each of our NEOs under the 2024 Cash Incentive Plan.

  71. Fiscal Year 2024 Cash Incentive Plan Attainment

    Fiscal Year 2024 Cash Incentive Plan Attainment

  72. Fiscal Year 2024 Cash Incentive Plan Attainment

    | | | | Corporate Performance Result | | | | | | | | Name | Individual Performance Result (%) | | Financial Performance Result (%) | | Strategic Performance Adjustment (pct pt) | | Corporate Performance Result (%) | | Actual Award Payout (%) | | Shantanu Narayen | 100% | x ( | 100% | + | (2)% | = | 98% | ) = | 98% | | Daniel Durn | 100% | x ( | 100% | + | (2)% | = | 98% | ) = | 98% | | Anil Chakravarthy | 100% | x ( | 100% | + | (2)% | = | 98% | ) = | 98% | | David Wadhwani | 100% | x ( | 100% | + | (2)% | = | 98% | ) = | 98% | | Scott Belsky | 100% | x ( | 100% | + | (2)% | = | 98% | ) = | 98% |

  73. Fiscal Year 2024 Cash Incentive Plan Attainment

    The following table shows the calculation of the fiscal year 2024 individual cash incentive for each of our NEOs as certified by the Committee:

  74. Fiscal Year 2024 Cash Incentive Earned

    Fiscal Year 2024 Cash Incentive Earned

  75. Fiscal Year 2024 Cash Incentive Earned

    | Name | Base Salary ($) | Target Cash Incentive (%) | Target Cash Incentive ($) | Actual Award Payout (%) | Actual Cash Incentive Earned ($) | | Shantanu Narayen | $1,500,000 | 200% | $3,000,000 | 98% | $2,940,000 | | Daniel Durn | $900,000 | 100% | $900,000 | 98% | $882,000 | | Anil Chakravarthy | $800,000 | 100% | $800,000 | 98% | $784,000 | | David Wadhwani | $800,000 | 100% | $800,000 | 98% | $784,000 | | Scott Belsky | $725,000 | 100% | $725,000 | 98% | $710,500 |

  76. Equity Incentives

    Equity Incentives

  77. Target Values and Grants in Fiscal Year 2024

    Target Values and Grants in Fiscal Year 2024 For fiscal year 2024, 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 2024. 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 2024, 2023 and 2022.” 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 2024 differ from the target values shown below. For more information on equity awards granted during fiscal year 2024, see the “Executive Compensation—Grants of Plan-Based Awards in Fiscal Year 2024” table and the accompanying narrative. The Committee did not increase the total target value of equity awards for our NEOs in fiscal year 2024.

  78. Fiscal Year 2024 Equity Awards Granted by the Committee

    Fiscal Year 2024 Equity Awards Granted by the Committee

  79. Fiscal Year 2024 Equity Awards Granted by the Committee

    | | | 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 | 47,210 | 94,420 | 20,233 | | Daniel Durn | $12,500,000 | 10,408 | 20,816 | 10,408 | | Anil Chakravarthy | $14,000,000 | 16,320 | 32,640 | 6,994 | | David Wadhwani | $14,000,000 | 16,320 | 32,640 | 6,994 | | Scott Belsky | $11,000,000 | 9,159 | 18,318 | 9,159 |

  80. Fiscal Year 2024 Equity Awards Granted by the Committee

    _________________________ (1)Achievement of goals for performance shares granted in fiscal year 2024 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 2024” 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 2024 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 2024 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 2024 PSP, 50% of the total target performance share awards are subject to Net New Sales Goals that are determined annually by the Committee for each of fiscal years 2024, 2025 and 2026. Accordingly, for the Net New Sales portion of the award, only the grant date fair value for the fiscal year 2024 Net New Sales Goal is reflected in the Summary Compensation Table for fiscal year 2024. 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 2024. In addition, the amount reported in the Summary Compensation Table for fiscal year 2024 includes the grant date fair value of the fiscal year 2024 Net New Sales Goal under the 2022 and 2023 PSPs. Please see the section above titled “Fiscal Year 2024 Compensation Programs Design—2024 Performance Share Program” for a description of the program. (4)The Relative TSR Goal applies to 50% of the award and the Net New Sales Goal applies to 50% of the award.

  81. Completion of 2022 Performance Share Program and Progress of 2023 and 2024 Performance Share Programs

    Completion of 2022 Performance Share Program and Progress of 2023 and 2024 Performance Share Programs

  82. Completion of 2022 Performance Share Program and Progress of 2023 and 2024 Performance Share Programs

    | | 2022 | 2023 | 2024 | 2025 | 2026 | | 2022 Performance Share Program 79% payout | Relative TSR over 3 years (50%) 41% payout | | | | | | | 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%) 132% payout | | | | | Vested 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%) 132% payout | Net New Sales over 1 year (16.67%) TBD | | | | | Vests after 3-year performance period | | | | | | | 2024 Performance Share Program | Relative TSR over 3 years (50%) | | | | | | | Net New Sales over 1 year (16.67%) 132% 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 | | |

  83. Completion of 2022 Performance Share Program and Progress of 2023 and 2024 Performance Share Programs

    Results and Payouts for Relative TSR Goal for 2022 Performance Share Program and Fiscal Year 2024 Net New Sales Goal for 2024, 2023 and 2022 Performance Share Programs Relative TSR Goal The performance period for the three-year Relative TSR Goal under the 2022 PSP was from January 1, 2022 to December 31, 2024. On December 31, 2024, there were 96 (out of the initial 100) companies remaining in the Nasdaq 100 Index with measurable TSR against whom relative TSR performance was calculated for the 2022 PSP. During the performance period, the average price of Adobe’s common stock decreased from $625.83 to $494.83 (using the 90-calendar day averages preceding the beginning and end of the performance period), and resulted in an absolute TSR for Adobe of negative 21%. The Committee engaged an independent outside consultant to review the data and calculate the results under our 2022 PSP. With the above TSR performance, our percentile rank among the 96 companies against whom relative TSR performance was compared as of December 31, 2024 was in the 26th percentile. Based on this result, the Relative TSR Goal payout was 41% of target shares for calendar years 2022 to 2024. The following table shows the target and actual shares earned by each of our NEOs for the Relative TSR Goal for calendar years 2022 to 2024 under the 2022 PSP as certified by the Committee:

  84. 2022 Performance Share Program - Relative TSR Shares Earned For Calendar Years 2022 to 2024

    2022 Performance Share Program - Relative TSR Shares Earned For Calendar Years 2022 to 2024

  85. 2022 Performance Share Program - Relative TSR Shares Earned For Calendar Years 2022 to 2024

    | Name | Actual Payout (%) | Target Number of Shares(1) (#) | Actual Number of Shares Earned (#) | | Shantanu Narayen | 41% | 23,411 | 9,598 | | Daniel Durn | 41% | 4,847 | 1,987 | | Anil Chakravarthy | 41% | 4,847 | 1,987 | | David Wadhwani | 41% | 4,847 | 1,987 | | Scott Belsky | 41% | 4,847 | 1,987 |

  86. 2022 Performance Share Program - Relative TSR Shares Earned For Calendar Years 2022 to 2024

    ________________________ (1)The Relative TSR Goal represents 50% of the total shares awarded under the 2022 PSP. Net New Sales Goal The Net New Sales Goal established for fiscal year 2024 applies to the 2022, 2023 and 2024 PSPs. Based on the Initial Public Guidance, the fiscal year 2024 Net New Sales Goal is comprised of net new ARR in Digital Media of $1.90 billion and subscription revenue growth in Digital Experience of $444 million. Achievement of 100% performance for each of the Digital Media and Digital Experience components would result in a fiscal year 2024 Net New Sales payout of 95%. The fiscal year 2024 Net New Sales Goal requires performance above the Initial Public Guidance and fiscal year 2023 Net New Sales Goal actual results for a payout of 100%. Attainment: For fiscal year 2024, we achieved $2.00 billion in Digital Media net new ARR. We also achieved $533 million in Digital Experience subscription revenue growth on a GAAP basis, or $526 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 2024 resulted in 105.3% attainment for Digital Media net new ARR and 118.3% attainment for FX Neutral Digital Experience subscription revenue growth. Based on these results, total Net New Sales Goal attainment was 107.8% for fiscal year 2024.

  87. Net New Sales Shares Earned For Fiscal Year 2024

    | | | 2024 Performance Share Program | | 2023 Performance Share Program | | 2022 Performance Share Program | | | Name | Payout (%) | Target Number of Shares(1) (#) | Actual Number of Shares Earned (#) | Target Number of Shares(1) (#) | Actual Number of Shares Earned (#) | Target Number of Shares(1) (#) | Actual Number of Shares Earned (#) | | Shantanu Narayen | 132% | 7,869 | 10,387 | 13,687 | 18,066 | 7,803 | 10,299 | | Daniel Durn | 132% | 1,735 | 2,290 | 3,017 | 3,982 | 1,615 | 2,131 | | Anil Chakravarthy | 132% | 2,720 | 3,590 | 4,731 | 6,244 | 1,615 | 2,131 | | David Wadhwani | 132% | 2,720 | 3,590 | 4,731 | 6,244 | 1,615 | 2,131 | | Scott Belsky | 132% | 1,527 | 2,015 | 2,655 | 3,504 | 1,615 | 2,131 |

  88. 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.

  89. Change of Control Compensation

    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 “Change of Control Plan”). The Change of Control Plan provides for severance payments and full accelerated vesting of outstanding equity awards for our NEOs upon an involuntary termination of employment or resignation for good cause 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.” The 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. 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 CEO 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 market practices. 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 2024, are disclosed in the section titled “Executive Compensation—Change of Control—Potential Payments upon Termination and/or a Change of Control.”

  90. 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, or, if that is not a trading day, the first trading day thereafter, 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 Equity Awards (consisting of the CEO and the Chief People Officer) 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.

  91. The Role of the Compensation Consultant

    The Role of the Compensation Consultant As in prior fiscal years, the Committee continued to engage Compensia as its 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 2024: (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 and for our non-employee directors relative to peer companies and market practices; (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 2024 PSP design and 2024 Cash Incentive Plan; (6) provided updates on say-on-pay results; (7) updated the Committee on regulatory developments, emerging and market trends and best practices in the areas of executive and director compensation and severance and termination arrangements; (8) conducted a detailed aggregate equity utilization survey relative to peer company practices; (9) reviewed peer company and broader market clawback policies and considerations; (10) outlined trends in pay-versus-performance disclosures; and (11) reviewed the Compensation Discussion and Analysis for inclusion in our 2024 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 2024 and determined that Compensia is independent and its work for the Committee does not raise any conflicts of interest.

  92. 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 in a highly competitive industry and a geographic region that is exceptionally competitive for executive 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 or with which Adobe frequently competes for talent. For fiscal year 2024, 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, acquisition of prior peers and input from management and Compensia, the Committee approved the below peer group for fiscal year 2024.

  93. The Role of Peer Companies

    | Peer Group for Fiscal Year 2024 | | | | Alphabet Inc. | Amazon.com, Inc. | Apple Inc. | | Autodesk, Inc. | Broadcom 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. | | Workday, Inc. | | |

  94. The Role of Peer Companies

    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.

  95. 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 TDC 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 November 29, 2024, 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 control 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 and time-based equity compensation that apply to all our executive officers.

  96. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    Summary Compensation Table for Fiscal Years 2024, 2023 and 2022 The following table sets forth information regarding the compensation for services performed during fiscal years 2024, 2023 and 2022 awarded to, paid to, or earned by the NEOs, which include (1) our CEO, (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 2024, who were serving as executive officers at the end of fiscal year 2024.

  97. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Shantanu Narayen | 2024 | 1,500,000 | — | 46,349,135 | 2,940,000 | 1,601,047 | 52,390,182 | | CHAIR AND CEO | 2023 | 1,500,000 | — | 40,077,295 | 3,000,000 | 355,283 | 44,932,578 | | | 2022 | 1,413,461 | — | 27,162,373 | 2,680,357 | 344,120 | 31,600,311 | | Daniel Durn | 2024 | 900,000 | — | 13,761,183 | 882,000 | 21,676 | 15,564,859 | | CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT, FINANCE, TECHNOLOGY, SECURITY AND OPERATIONS | 2023 | 891,346 | — | 12,536,147 | 891,071 | 18,726 | 14,337,290 | | | 2022 | 850,000 | 3,100,000 | 8,502,393 | 807,500 | 29,821 | 13,289,714 | | Anil Chakravarthy | 2024 | 800,000 | — | 15,365,328 | 784,000 | 45,407 | 16,994,735 | | PRESIDENT, DIGITAL EXPERIENCE BUSINESS | 2023 | 791,346 | — | 13,463,694 | 791,071 | 37,062 | 15,083,173 | | | 2022 | 750,000 | — | 8,502,393 | 712,500 | 19,838 | 9,984,731 | | David Wadhwani | 2024 | 800,000 | — | 15,365,328 | 784,000 | 30,293 | 16,979,621 | | PRESIDENT, DIGITAL MEDIA BUSINESS | 2023 | 791,346 | 1,666,667 | 13,463,694 | 791,071 | 18,228 | 16,731,006 | | | 2022 | 750,000 | 1,666,667 | 8,502,393 | 712,500 | 17,455 | 11,649,015 | | Scott Belsky | 2024 | 725,000 | — | 12,227,829 | 710,500 | 10,704 | 13,674,033 | | CHIEF STRATEGY OFFICER AND EXECUTIVE VICE PRESIDENT, DESIGN AND EMERGING PRODUCTS | 2023 | 720,673 | — | 11,102,323 | 720,536 | 10,254 | 12,553,786 | | | 2022 | 691,346 | — | 8,502,393 | 656,518 | 9,504 | 9,859,761 |

  98. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022

    _________________________ (1)These amounts do not reflect the actual economic value realized by the NEO. In accordance with SEC rules, this column represents the grant date fair value, computed in accordance with 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 2024 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 2024, amounts include (i) the grant date fair value of 50% of the target performance shares under the 2024 PSP, related to the Relative TSR Goal, and (ii) the grant date fair value of 16.67% of the target performance shares under each of the 2024, 2023 and 2022 PSPs, related to the fiscal year 2024 Net New Sales Goal. The grant date fair value of the target performance shares in our PSPs 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 2024, assuming maximum achievement of the related performance conditions, are as follows: Mr. Narayen: $51,883,871; Mr. Durn: $11,310,398; Mr. Chakravarthy: $16,621,955; Mr. Wadhwani: $16,621,955; and Mr. Belsky: $10,188,844. (2)These amounts consist solely of amounts earned under our Cash Incentive Plans. Such amounts are paid in the subsequent fiscal year. (3)For fiscal year 2024, these amounts include (i) for all NEOs, matching contributions under the 401(k) Plan of $10,350 each and life insurance premiums, (ii) for Messrs. Narayen, Durn and Chakravarthy, the cost of executive health concierge services, (iii) the tax grossed-up value of the sales club trip of $23,833 for Mr. Narayen, $23,731 for Mr. Chakravarthy and $19,116 for Mr. Wadhwani and (iv) for Mr. Narayen, the incremental cost of security services of $1,409,118 paid by Adobe to a third-party security provider, based on the actual security costs incurred by Adobe, and the incremental cost of personal use of our corporate jet of $145,822, based on variable costs for fuel, crew, catering and airport fees. We believe that all Company-incurred security costs for Mr. Narayen are reasonable, necessary and for Adobe’s benefit. Additionally, NEOs may receive event tickets for personal use when such tickets are not being used for business purposes, for which we incur no incremental cost.

  99. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table shows all plan-based awards granted to the NEOs during fiscal year 2024. 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 2024 identified in the table below are also reported in “Outstanding Equity Awards at Fiscal Year 2024 End.” For additional information regarding incentive plan awards, please refer to the sections titled “Compensation Discussion and Analysis—Fiscal Year 2024 Compensation Decisions and Results—Cash Incentives” and “—Equity Incentives” sections of our “Compensation Discussion and Analysis.”

  100. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | 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 | — | — | — | — | — | | | 2024 PSP | 1/24/2024 | — | — | — | 10,228 | 31,474 | 62,948 | — | 21,044,970 | | | 2023 PSP | 1/24/2024 | — | — | — | 2,189 | 13,687 | 27,374 | — | 8,300,892 | | | 2022 PSP | 1/24/2024 | — | — | — | 1,248 | 7,803 | 15,606 | — | 4,732,363 | | | RSU | 1/24/2024 | — | — | — | — | — | — | 20,233 | 12,270,910 | | Daniel Durn | Cash Incentive | — | — | 900,000 | 1,800,000 | — | — | — | — | — | | | 2024 PSP | 1/24/2024 | — | — | — | 2,254 | 6,939 | 13,878 | — | 4,639,724 | | | 2023 PSP | 1/24/2024 | — | — | — | 482 | 3,017 | 6,034 | — | 1,829,750 | | | 2022 PSP | 1/24/2024 | — | — | — | 258 | 1,615 | 3,230 | — | 979,465 | | | RSU | 1/24/2024 | — | — | — | — | — | — | 10,408 | 6,312,244 | | Anil Chakravarthy | Cash Incentive | — | — | 800,000 | 1,600,000 | — | — | — | — | — | | | 2024 PSP | 1/24/2024 | — | — | — | 3,535 | 10,880 | 21,760 | — | 7,274,885 | | | 2023 PSP | 1/24/2024 | — | — | — | 756 | 4,731 | 9,462 | — | 2,869,257 | | | 2022 PSP | 1/24/2024 | — | — | — | 258 | 1,615 | 3,230 | — | 979,465 | | | RSU | 1/24/2024 | — | — | — | — | — | — | 6,994 | 4,241,721 | | David Wadhwani | Cash Incentive | — | — | 800,000 | 1,600,000 | — | — | — | — | — | | | 2024 PSP | 1/24/2024 | — | — | — | 3,535 | 10,880 | 21,760 | — | 7,274,885 | | | 2023 PSP | 1/24/2024 | — | — | — | 756 | 4,731 | 9,462 | — | 2,869,257 | | | 2022 PSP | 1/24/2024 | — | — | — | 258 | 1,615 | 3,230 | — | 979,465 | | | RSU | 1/24/2024 | — | — | — | — | — | — | 6,994 | 4,241,721 | | Scott Belsky | Cash Incentive | — | — | 725,000 | 1,450,000 | — | — | — | — | — | | | 2024 PSP | 1/24/2024 | — | — | — | 1,984 | 6,107 | 12,214 | — | 4,083,410 | | | 2023 PSP | 1/24/2024 | — | — | — | 424 | 2,655 | 5,310 | — | 1,610,204 | | | 2022 PSP | 1/24/2024 | — | — | — | 258 | 1,615 | 3,230 | — | 979,465 | | | RSU | 1/24/2024 | — | — | — | — | — | — | 9,159 | 5,554,750 |

  101. Grants of Plan-Based Awards in Fiscal Year 2024

    _________________________ (1)These columns represent awards granted under our 2024 Cash Incentive Plan for performance in fiscal year 2024. These columns show the awards that were possible at the threshold, target, and maximum levels of performance. Minimum performance under the 2024 Cash Incentive Plan could have resulted in a threshold amount equal to $0. Actual cash incentive awards earned in fiscal year 2024 by the NEOs under the 2024 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 2024, 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 2024” 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 2024 Annual Report on Form 10-K.

  102. Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2024 Table

    Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2024 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 2024 non-equity incentive awards were granted pursuant to the 2024 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 2024, 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 the Relative TSR Goal and the Net New Sales Goal, 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 Goal 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 2024 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 2024.

  103. Outstanding Equity Awards at Fiscal Year 2024 End

    Outstanding Equity Awards at Fiscal Year 2024 End The following table sets forth information regarding outstanding equity awards as of November 29, 2024 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 stock price of our common stock as reported on Nasdaq on November 29, 2024, which was $515.93 per share. No stock options were outstanding as of November 29, 2024.

  104. Outstanding Equity Awards at Fiscal Year 2024 End

    | | Stock Awards | | | | | | Name | Grant 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 | 1/25/2021 | 1,307(1) | 674,321 | — | — | | | 1/24/2022 | 6,271(2) | 3,235,397 | — | — | | | 1/24/2022 | 27,389(3) | 14,130,807 | 23,411(4) | 12,078,437 | | | 1/24/2023 | 19,798(5) | 10,214,382 | — | — | | | 1/24/2023 | 36,271(6) | 18,713,297 | 109,498(7) | 56,493,303 | | | 1/24/2024 | 16,440(8) | 8,481,889 | — | — | | | 1/24/2024 | 10,387(9) | 5,358,965 | 40,442(10) | 20,865,241 | | Daniel Durn | 1/24/2022 | 3,030(2) | 1,563,268 | — | — | | | 1/24/2022 | 5,669(3) | 2,924,807 | 4,847(4) | 2,500,713 | | | 1/24/2023 | 10,185(5) | 5,254,747 | — | — | | | 1/24/2023 | 7,995(6) | 4,124,860 | 24,140(7) | 12,454,550 | | | 1/24/2024 | 8,457(8) | 4,363,220 | — | — | | | 1/24/2024 | 2,290(9) | 1,181,480 | 8,916(10) | 4,600,032 | | Anil Chakravarthy | 1/25/2021 | 604(1) | 311,622 | — | — | | | 1/24/2022 | 3,030(2) | 1,563,268 | — | — | | | 1/24/2022 | 5,669(3) | 2,924,807 | 4,847(4) | 2,500,713 | | | 1/24/2023 | 6,844(5) | 3,531,025 | — | — | | | 1/24/2023 | 12,537(6) | 6,468,214 | 37,852(7) | 19,528,982 | | | 1/24/2024 | 5,683(8) | 2,932,030 | — | — | | | 1/24/2024 | 3,590(9) | 1,852,189 | 13,981(10) | 7,213,217 | | David Wadhwani | 6/14/2021 | 5,799(11) | 2,991,878 | — | — | | | 1/24/2022 | 3,030(2) | 1,563,268 | — | — | | | 1/24/2022 | 5,669(3) | 2,924,807 | 4,847(4) | 2,500,713 | | | 1/24/2023 | 6,844(5) | 3,531,025 | — | — | | | 1/24/2023 | 12,537(6) | 6,468,214 | 37,852(7) | 19,528,982 | | | 1/24/2024 | 5,683(8) | 2,932,030 | — | — | | | 1/24/2024 | 3,590(9) | 1,852,189 | 13,981(10) | 7,213,217 | | Scott Belsky | 1/25/2021 | 470(1) | 242,487 | — | — | | | 1/24/2022 | 3,030(2) | 1,563,268 | — | — | | | 1/24/2022 | 5,669(3) | 2,924,807 | 4,847(4) | 2,500,713 | | | 1/24/2023 | 8,963(5) | 4,624,281 | — | — | | | 1/24/2023 | 7,036(6) | 3,630,083 | 21,244(7) | 10,960,417 | | | 1/24/2024 | 7,442(8) | 3,839,551 | — | — | | | 1/24/2024 | 2,015(9) | 1,039,599 | 7,844(10) | 4,046,955 |

  105. Outstanding Equity Awards at Fiscal Year 2024 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 vested on January 24, 2025. (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, 2026. (3)This amount represents the shares earned under the 2022 PSP based on achievement of the fiscal year 2022, 2023 and 2024 Net New Sales Goals, for which the respective performance periods were complete as of the end of fiscal year 2024 and certifications have been completed. The shares earned fully vested on January 24, 2025. (4)This amount represents shares associated with the 2022 PSP contingent on achievement of the Relative TSR Goal, for which the performance period remained outstanding as of the end of fiscal year 2024. Based on performance trending as of November 29, 2024, the amount presented assumes payout at target for the Relative TSR Goal. Subsequent to November 29, 2024, the performance period was completed with final certification of 41% payout. The shares earned fully vested on January 24, 2025. (5)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. (6)This amount represents shares earned under the 2023 PSP based on achievement of the fiscal year 2023 and 2024 Net New Sales Goals, for which the respective performance periods were complete as of the end of fiscal year 2024 and certifications have been completed. The shares earned vest on January 24, 2026. (7)This amount represents shares associated with the 2023 PSP contingent on achievement of the Relative TSR Goal and the fiscal year 2025 Net New Sales Goal, for which the performance period remained outstanding as of the end of fiscal year 2024. Based on performance trending as of November 29, 2024 and the certified performance against the fiscal year 2024 Net New Sales Goal, the amount presented assumes payout at maximum for both the Relative TSR Goal and the 2025 Net New Sales Goal. Final certification will be completed after the end of fiscal year 2025 with shares earned vesting on the later of January 24, 2026 and the certification date. (8)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, 2028. (9)This amount represents shares earned under the 2024 PSP based on achievement of the fiscal year 2024 Net New Sales Goal, for which the performance period was complete as of the end of fiscal year 2024 and certification has been completed. The shares earned vest on January 24, 2027. (10)This amount represents shares associated with the 2024 PSP contingent on achievement of the Relative TSR Goal and the fiscal year 2025 and 2026 Net New Sales Goals, for which the performance periods remained outstanding as of the end of fiscal year 2024. Based on performance trending as of November 29, 2024 and the certified performance against the fiscal year 2024 Net New Sales Goal, the amount presented assumes payout at threshold for the Relative TSR Goal and maximum for the fiscal years 2025 and 2026 Net New Sales Goals. Final certification will be completed after the end of fiscal year 2026 with shares earned vesting on the later of January 24, 2027 and the certification date. (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.

  106. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 The following table sets forth information regarding the vesting during fiscal year 2024 of time-based stock-settled RSUs and performance-based stock-settled awards granted under our 2021 PSP for each of the NEOs, on an aggregate basis. In December 2023, the Committee certified the results of our 2021 PSP at 83% of target. None of the awards under our 2022, 2023 and 2024 PSPs were eligible to vest in fiscal year 2024. The value realized on vesting of stock awards is based on the closing stock 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 November 29, 2024.

  107. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Shantanu Narayen | 65,088 | 37,656,986 | | Daniel Durn | 24,247 | 12,881,665 | | Anil Chakravarthy | 17,198 | 9,695,637 | | David Wadhwani | 14,507 | 7,858,379 | | Scott Belsky | 16,859 | 9,429,630 |

  108. Nonqualified Deferred Compensation in Fiscal Year 2024

    Nonqualified Deferred Compensation in Fiscal Year 2024 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 2024. The following table shows accrued balances under the Deferred Compensation Plan as of the last day of our 2024 fiscal year:

  109. Nonqualified Deferred Compensation in Fiscal Year 2024

    | | Nonqualified Deferred Compensation(1) | | | | | | | Name | Aggregate balance at December 1, 2023 ($) | Executive contributions in fiscal 2024 ($) | Registrant contributions in fiscal 2024 ($) | Aggregate earnings fiscal 2024 ($) | Aggregate withdrawals/distributions in fiscal 2024 ($) | Aggregate balance at November 29, 2024 ($) | | Shantanu Narayen | 14,385,071 | 2,866,401 | — | 3,000,103 | — | 20,251,575 |

  110. Nonqualified Deferred Compensation in Fiscal Year 2024

    (1)Executive contributions in this table are reflected in the Summary Compensation table for fiscal year 2024 and were reflected in prior years, as applicable. Aggregate earnings are not reflected in the Summary Compensation Table for fiscal year 2024 and were not reflected in prior years.

  111. 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 November 29, 2024), 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 November 29, 2024, the last day of fiscal year 2024. The value of the equity awards is based on the closing stock price of our common stock as reported on Nasdaq on November 29, 2024, which was $515.93 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.

  112. 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) | — | — | 60,522,716 | 10,411,467 | — | 70,934,183 | | 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 | 90,884,164 | 22,605,987 | 41,187 | 130,031,338 | | COC Only (continued employment)(8) | — | — | 90,884,164 | 22,605,987 | — | 113,490,151 | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 90,884,164 | 22,605,987 | — | 113,490,151 |

  113. 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) ($) | Total (5) ($) | | Daniel Durn | | | | | | | | Death/Disability(6) | — | — | 13,018,461 | 4,928,682 | — | 17,947,143 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 900,000 | 3,600,000 | 19,712,137 | 11,181,239 | 58,494 | 35,451,870 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 19,712,137 | 11,181,239 | — | 30,893,376 | | Anil Chakravarthy | | | | | | | | Death/Disability(6) | — | — | 17,572,575 | 4,033,026 | — | 21,605,601 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 800,000 | —(10) | 28,068,140 | 8,337,944 | 58,494 | 37,264,578 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 28,068,140 | 8,337,944 | — | 36,406,084 | | David Wadhwani | | | | | | | | Death/Disability(6) | — | — | 17,572,575 | 6,713,283 | — | 24,285,858 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 800,000 | 3,200,000(11) | 28,068,140 | 11,018,201 | 58,494 | 43,144,835 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 28,068,140 | 11,018,201 | — | 39,086,341 | | Scott Belsky | | | | | | | | Death/Disability(6) | — | — | 12,056,767 | 4,729,531 | — | 16,786,298 | | Voluntary Termination/Involuntary Termination with Cause | — | — | — | — | — | — | | Involuntary Termination Without Cause/Resignation for Good Reason | — | — | — | — | — | — | | Involuntary Termination/Resignation for Good Reason upon COC(7) | 725,000 | 2,900,000 | 17,947,141 | 10,269,587 | 58,494 | 31,900,222 | | COC Only (continued employment)(8) | — | — | — | — | — | — | | COC Only/Equity Not Assumed or Substituted(9) | — | — | 17,947,141 | 10,269,587 | — | 28,216,728 |

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

    (1)This amount represents the fiscal year 2024 target annual cash incentive opportunity under the 2024 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 2024 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 November 29, 2024. (3)This amount includes the full acceleration of the number of shares at 100% of target under the 2022, 2023 and 2024 PSPs. As of November 29, 2024, the 2022, 2023 and 2024 PSPs 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. Under the 2022 PSP, the performance period completed in December 2024 and the Committee certified achievement in January 2025. 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 11% premium increase every 12 months. The present value is calculated by using 120% of the short term applicable federal rate of 4.75%. (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. 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 2024—Narrative Summary to Summary Compensation Table and Grants of Plan-Based Awards in Fiscal Year 2024 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. Chakravarthy’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. Chakravarthy’s payment is subject to a reduction and Mr. Chakravarthy would not receive a severance payment. (11)Mr. Wadhwani’s total payments exceed his Section 280G threshold; however, receipt of the full amount would result in a better after-tax economic position. Therefore, Mr. Wadhwani’s payment is not subject to a reduction and Mr. Wadhwani would receive his full lump sum severance.

  115. CEO Pay Ratio

    CEO Pay Ratio The fiscal year 2024 annual total compensation of our CEO was $52,390,182 and the annual total compensation of our median compensated employee was $209,583, 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 2024 PSP and includes a portion of the grant date fair value of performance shares granted to our CEO under the 2023 and 2022 PSPs, as a result of accounting principles applicable to the reporting of the performance shares). This resulted in a ratio of 250 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 November 29, 2024. 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.

  116. 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.

  117. 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 Stockholder Return ($) | Peer Group Total Stockholder Return (5) ($) | | | | 2024 | 52,390,182 | 10,104,834 | 15,803,312 | 3,618,831 | 108.15 | 173.44 | 5,560 | 21,505 | | 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 |

  118. Pay Versus Performance

    _________________________ (1)Mr. Narayen served as PEO for fiscal years 2024, 2023, 2022 and 2021. The Non-PEO NEOs for the applicable fiscal years were: •2024, 2023 and 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)“Compensation actually paid” amounts do not reflect the actual amounts of compensation earned by or paid to our PEO and non-PEO NEOs. To calculate “compensation actually paid,” valuation adjustments were made to the amounts reported in the Summary Compensation Table for the applicable fiscal year in accordance with SEC disclosure rules. 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 2024, 2023 and 2022” for additional information. A reconciliation of the adjustments for our PEO compensation and for the average compensation of the non-PEO NEOs for fiscal year 2024 is set forth below:

  119. Pay Versus Performance

    | | PEO ($) | Average for Non-PEO NEOs ($) | | Summary Compensation Table Total | 52,390,182 | 15,803,312 | | Deduct Value of Stock Awards Granted in Fiscal Year, as Reported in Summary Compensation Table | (46,349,135) | (14,179,917) | | Add Covered Fiscal Year-End Fair Value of Outstanding and Unvested Stock Awards Granted in Covered Fiscal Year | 37,221,595 | 11,092,629 | | Add Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | (33,272,912) | (8,877,792) | | Add Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Fiscal Year | 1,951,979 | 809,241 | | Add Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years which Vested In Covered Fiscal Year | (1,836,875) | (1,028,642) | | Compensation Actually Paid | 10,104,834 | 3,618,831 |

  120. Pay Versus Performance

    (4)Pursuant to SEC disclosure rules, the TSR comparison assumes $100 was invested on November 27, 2020, valued again on each fiscal year ended 2021, 2022, 2023 and 2024. (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 2024 Cash Incentive Plan.

  121. Compensation Actually Paid vs. Adobe TSR

    Compensation Actually Paid vs. Adobe TSR The chart below illustrates the relationship between net income and “compensation actually paid” to our PEO and Non-PEO NEOs, as calculated in accordance with SEC disclosure rules, over the four most recently completed fiscal years.

  122. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income The chart below illustrates the relationship between revenue and “compensation actually paid” to our PEO and Non-PEO NEOs, as calculated in accordance with SEC disclosure rules, over the four most recently completed fiscal years.

  123. Compensation Actually Paid vs. Revenue

    Compensation Actually Paid vs. Revenue

  124. Election of Directors

    Election of Directors Effective as of the 2025 Annual Meeting, the size of our Board of Directors will be eleven members. Stockholders will vote for the eleven nominees listed above in the section titled “Our Directors—Director Nominees” to serve for a one-year term expiring at our 2026 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. 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.