Anil Chakravarthy - President, Digital Experience Business | ADOBE (ADBE) Executive Profile & Compensation

About Anil Chakravarthy

Anil Chakravarthy (age 57) is President, Digital Experience at Adobe. He joined Adobe in January 2020 as EVP & GM, Digital Experience (later adding Worldwide Field Operations), and previously served as CEO of Informatica and held senior roles at Symantec and VeriSign; he holds a B.Tech in Computer Science & Engineering (IIT Varanasi) and M.S./Ph.D. from MIT . Adobe’s FY2024 results underpin his pay-for-performance plan: revenue grew 11% to $21.51B, GAAP EPS was $12.36, and non‑GAAP operating income was $10.02B; three‑year rTSR under the 2022 PSP paid at 41% while FY2024 Net New Sales goals paid at 132%, leading to an overall 79% payout for the 2022 PSP .

Past Roles

Organization	Role	Years	Strategic impact
Adobe	President, Digital Experience	2020–present	Leads Experience Cloud; expanded responsibility from EVPGM & WW Field Ops
Informatica	Chief Executive Officer	2015–2020	Led private-company transformation and growth strategy
Informatica	EVP & Chief Product Officer	2013–2015	Drove product strategy and portfolio
Symantec	EVP, Information Security	2013	Senior leadership in information security business
VeriSign	Director, Product Management (enterprise security services)	Prior to Symantec	Product leadership in enterprise security
McKinsey & Company	Engagement Manager	Early career	Strategy/operations across industries

External Roles

Organization	Role	Years	Notes
Ansys, Inc.	Director	Current	Public company board
Silicon Valley Leadership Group	Board member	Through Dec 2021	Regional industry leadership group

Fixed Compensation

Year	Base Salary ($)	Target Bonus %	Actual Bonus ($)
2024	800,000	100% (same as 2023)	784,000 (98% payout)
2023	791,346	100% (Committee set 2024 target equal to 2023)	791,071
2022	750,000	n/a	712,500

Performance Compensation

Equity mix and metrics
- For Presidents (Digital Experience/Digital Media): 70% performance shares (PSP), 30% time‑based RSUs; PSP split 50% rTSR (Nasdaq‑100 peer set, 3‑yr) and 50% Net New Sales (annual goals across FY2024–FY2026; shares banked but vest after 3 years) .
- RSUs vest 6.25% quarterly over 4 years .
FY2024 equity grant (awarded Jan 24, 2024) | Grant element | Target/Count | |---|---| | PSP target shares | 16,320 | | PSP maximum shares | 32,640 | | RSUs granted | 6,994 |
FY2024 Net New Sales results (applied to 2022/2023/2024 PSPs; vest post 3‑yr period) | PSP tranche | Target shares | Payout % | Earned shares | |---|---:|---:|---:| | 2024 PSP (FY2024 NNS) | 2,720 | 132% | 3,590 | | 2023 PSP (FY2024 NNS) | 4,731 | 132% | 6,244 | | 2022 PSP (FY2024 NNS) | 1,615 | 132% | 2,131 |
2022 PSP payout (three‑year period ending Dec 31, 2024) | Component | Target shares | Payout % | Earned shares | |---|---:|---:|---:| | rTSR (CY2022–2024) | 4,847 | 41% | 1,987 | | Overall 2022 PSP | — | 79% (weighted average) | — |
Annual cash incentive design and FY2024 outcome
- FY2024 plan metrics: Company revenue and non‑GAAP EPS gating (≥90% of initial guidance), corporate performance result with possible ±25 ppt strategic adjustment, and individual performance; NEO target (non‑CEO) = 100% of salary; max 200% .
- FY2024 Corporate result: 100% financial result minus 2 ppt FX strategic adjustment = 98%; Anil’s individual result certified at 100%, yielding 98% payout and $784,000 cash bonus .

Equity Ownership & Alignment

Beneficial ownership (as of Feb 21, 2025): 43,677 Adobe shares, including 1,892 issuable within 60 days upon RSU vesting .
Outstanding equity (as of Nov 29, 2024):
- Unvested RSUs: 5,683 .
- Banked PSP shares (earned, not yet vested): 12,537 (2023 PSP earned tranches) and 3,590 (2024 PSP FY2024 tranche) .
- Unearned PSP opportunities pending: 37,852 (2023 PSP remaining rTSR/FY2025 tranche) and 13,981 (2024 PSP remaining rTSR/FY2025–2026 tranches) .
Ownership guidelines: Presidents must hold shares equal to 10× base salary; as of Nov 29, 2024, all NEOs were in compliance .
Hedging/pledging: Adobe policy prohibits hedging and pledging of Company stock; none of the shares beneficially owned by executive officers/directors are pledged .

Employment Terms

Term	Detail
Employment	At‑will; no individual employment agreement disclosed
Start at Adobe	January 2020 (EVP & GM, Digital Experience; now President, Digital Experience)
Change‑of‑Control (CoC) plan	24 months salary + target bonus; 18 months COBRA; full acceleration of outstanding equity to the extent credited at CoC; double‑trigger (requires termination w/in window)
280G cutback	Benefits reduced if needed for better after‑tax outcome; for Anil, cutback eliminates severance cash under CoC termination scenario per proxy footnote (10)

Potential payments upon CoC (as of Nov 29, 2024; illustrative values) | Scenario | Target Bonus ($) | Lump Sum Severance ($) | Accelerated Performance Awards ($) | Accelerated RSUs ($) | COBRA PV ($) | Total ($) | |---|---:|---:|---:|---:|---:|---:| | Involuntary Termination/Resignation for Good Reason upon CoC | 800,000 | — (280G cutback) (10) | 28,068,140 | 8,337,944 | 58,494 | 37,264,578 | | CoC Only / Equity not assumed | — | — | 28,068,140 | 8,337,944 | — | 36,406,084 |

Notes: Equity acceleration limited to amounts credited based on performance as of CoC; plan expires Dec 13, 2026 unless extended .

Governance, Policies, and Shareholder Signals

Say‑on‑pay: FY2023 executive pay received ~85% support at 2024 AGM .
Clawbacks: Dodd‑Frank 10D‑1 policy (Oct 2023) and a supplemental misconduct‑related clawback effective Nov 30, 2024 cover incentive‑based and time‑based equity compensation .
Equity plan safeguards: No repricing of options/SARs without shareholder approval; no dividends on unvested awards .

Performance & Execution Highlights (FY2024)

Exceeded $1B ending ARR for Adobe Experience Platform (AEP) + Apps; advanced GenStudio for Performance Marketing and AEP AI Assistant; scaled go‑to‑market for solution‑led sales and international .
Company performance context: Revenue $21.51B (+11% y/y); non‑GAAP operating income $10.02B; operating cash flows $8.06B; GAAP diluted EPS $12.36 .

Compensation Committee Context & Peer Group

Philosophy: High at‑risk mix; rigorous targets above prior-year results; elimination of individual component in FY2025 annual incentive to increase formulaic linkage to financials .
Peer group for FY2024 benchmarking included Alphabet, Amazon, Apple, Autodesk, Broadcom, Cisco, DocuSign, Intuit, Meta, Microsoft, Netflix, NVIDIA, Oracle, PayPal, Salesforce, SAP, ServiceNow, Twilio, Workday (among others) .

Risk Indicators & Red Flags (observed)

Pledging/hedging: Prohibited; none pledged .
Excise tax gross‑ups: None; plans use cutback to 280G safe harbor .
Option repricing: Prohibited without shareholder approval .
Change‑of‑control: Double‑trigger; Anil’s illustrative severance cash cut to zero via 280G cutback (10).
Related party transactions: None >$120k since FY2024 .

Investment Implications

Strong pay-for-performance alignment: Anil’s variable equity is predominantly performance‑based with challenging rTSR and sales metrics; FY2024 Net New Sales over‑achievement (132%) contrasts with below‑median rTSR result from the 2022 PSP (41%), reinforcing downside risk in equity payouts when relative stock performance lags .
Upcoming supply from vesting: Material banked PSP tranches (2023 PSP: 12,537 shares) and unvested RSUs (5,683) could add episodic selling pressure as they vest, though hedging/pledging prohibitions and ownership guidelines mitigate misalignment risk .
Retention and CoC: Double‑trigger CoC with substantial equity acceleration (subject to performance) provides retention through uncertainty; 280G cutback reduces cash severance optics and potential shareholder concerns .
Strategic execution: FY2024 milestones (AEP + Apps > $1B ARR; GenStudio/AI advancements) tie directly to his scorecard; continued traction in Experience Cloud/AI monetization should support future PSP outcomes and executive retention .