Amy Banse
ADOBEAbout Amy Banse
Independent director at Adobe since May 2012, age 65, and current Partner at Mosaic General Partnership (formerly Mastry, Inc.) since March 2021; prior senior leadership at Comcast including EVP and Managing Director/Head of Funds at Comcast Ventures (2011–2020) and President of Comcast Interactive Media (2004–2011). Education: B.A. Harvard; J.D. Temple University School of Law. Her core credentials span executive leadership, finance/strategy, global media/technology, and public company governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Comcast Corporation | EVP; Managing Director & Head of Funds, Comcast Ventures | Jan 2011 – Sep 2020 | Led venture investing; extensive financial/strategic oversight |
| Comcast Interactive Media | President | 2004 – Jan 2011 | Built and operated digital properties (Fandango, Xfinity.com) |
| Comcast Corporation | Various executive roles; oversaw cable network portfolio | 1991 – 2004 | Portfolio development for cable networks |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Lennar Corporation | Director | Current (as of Feb 28, 2025) | Public company board |
| On Holding AG | Director | Current (as of Feb 28, 2025) | Public company board |
| The Clorox Company | Director | 2016 – 2024 | Former public company board |
Board Governance
- Independence: Independent director since May 2012; Board affirmed independence of Banse and majority of directors .
- Committee assignments: Chair, Executive Compensation Committee; Member, Governance & Sustainability Committee (as of 2025 Annual Meeting composition) .
- Committee activity: FY2024 meetings — Executive Compensation (7), Governance & Sustainability (4), Audit (8) .
- Board activity and attendance: Board met 5 times in FY2024; each director attended at least 75% of board/committee meetings; all directors attended 2024 annual meeting .
- Board leadership and executive sessions: Lead Independent Director presided; independent directors held 4 executive sessions in FY2024 .
- Evaluation and oversight: Third-party facilitated annual Board/committee evaluations; Governance & Sustainability oversees ESG; Comp Committee oversees HCM/comp risks; Audit oversees ERM/cyber/privacy/financial controls .
Fixed Compensation
| Component | FY2024 Amount | Details |
|---|---|---|
| Cash fees | $100,000 (Banse) | Retainer $60,000; committee chair/member fees (Exec Comp Chair $30,000; Governance member $10,000) |
| Equity (RSUs) | $300,327 grant-date fair value (633 RSUs) | Granted Apr 17, 2024; per-share fair value $474.45; vests 100% at next annual meeting |
| Total FY2024 | $400,327 | Non-employee director compensation; no stock options |
- Deferred Compensation: Banse elected to defer 100% of her April 17, 2024 RSUs into Adobe’s Deferred Compensation Plan; she did not defer cash fees (cash deferrers listed do not include Banse) .
- Policy changes FY2025–FY2026: Annual director equity award increased to $330,000; chair retainers increased (Audit +$5k to $45k; Exec Comp +$5k to $35k; Governance +$5k to $25k); cash retainers otherwise unchanged .
Performance Compensation
As Executive Compensation Committee Chair, Banse oversees performance-based incentive design for executives.
| Program | Metric | Target/Threshold | Payout Schedule |
|---|---|---|---|
| Annual Cash Incentive (2024) | Revenue (FY2024) | Target $21.40B; threshold 90% gating; example target payout 95% | Paid annually; FY2024 Corporate Performance Result 98% after -2 pt strategic adjustment |
| Annual Cash Incentive (2024) | Non-GAAP Diluted EPS (FY2024) | Target $17.80; threshold 90% gating; example target payout 95% | Paid annually; same 98% corporate payout |
| Performance Share Program (2024 PSP) | Relative TSR (2024–2026) | 55th percentile = 100%; <25th = 0%; 90th = 200%; capped at 100% if absolute TSR negative | Vests after 3-year period; earn 0–200% |
| Performance Share Program (2024 PSP) | Net New Sales (FY2024) | Target total $2,344M; payout curve: 70%→0%, 100%→95%, 120%+→200% | Earned 132% for FY2024 (Digital Media net new ARR and DX subscription growth) |
- FY2024 say-on-pay support: ~85% approval at 2024 annual meeting .
- Clawbacks: Nasdaq Rule 10D-1 restatement clawback (Oct 2023) and supplemental misconduct clawback (effective Nov 30, 2024) covering incentive and time-based equity for the prior 3 fiscal years .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None in FY2024 |
| Related-person transactions >$120k | None since start of FY2024; Governance & Sustainability Committee reviews/approves any such transactions |
Expertise & Qualifications
- Extensive executive leadership and financial/strategic expertise from Comcast Ventures and CIM; deep expertise in global media/technology and online business; public company board governance experience (Lennar, On, prior Clorox) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Amy Banse | 33,617 | <1% | Includes 55 shares held by a trust for her son; plus 633 RSUs vesting within 60 days |
| Stock ownership guidelines | 10× annual retainer; 50% net-share retention until compliant; all non-employee directors in compliance as of Nov 29, 2024 | — | Anti-pledging/hedging/short sales prohibited for directors |
Governance Assessment
- Strengths: Independent since 2012; Chair of Executive Compensation and member of Governance & Sustainability with active committee cadence (7 and 4 meetings, respectively); strong clawbacks; prohibition on pledging/hedging; director ownership guidelines compliance; 85% say-on-pay support in 2024; no related-party transactions or compensation interlocks .
- Compensation alignment: Director pay balanced cash/equity; RSU deferral indicates long-term alignment; equity award value adjusted in FY2025 to maintain market competitiveness; director equity accelerates only in change-of-control per plan governance .
- Potential conflicts: Current boards at Lennar and On Holding AG in unrelated sectors to Adobe; Governance & Sustainability Committee reviews director/executive external board memberships; no related-party transactions disclosed — low conflict signal .
- Board effectiveness signals: Regular executive sessions led by Lead Independent Director; third-party facilitated board/committee evaluations; active shareholder engagement program covering >40% of shares; clear committee charters and ERM oversight .