Cristiano Amon
ADOBEAbout Cristiano Amon
Cristiano Amon (age 54) is an independent director of Adobe (ADBE) and a member of the Executive Compensation Committee; he joined Adobe’s board in October 2023 while serving as President and CEO of Qualcomm, where he has been a director since June 2021 . He holds a B.S. in Electrical Engineering and an honorary doctorate from UNICAMP (State University of Campinas, Brazil) and has held multiple senior operating roles at Qualcomm since 1995, including President of QCT and EVP of Qualcomm Technologies . Adobe’s board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Qualcomm Incorporated | President & CEO; Director | CEO: Jun 2021–present; Director since Jun 2021 | Leads global wireless/semiconductor business; board service at QCOM |
| Qualcomm Incorporated | President; CEO‑elect | President: Jan 2018–Jan 2021; CEO‑elect: Jan 2021–Jun 2021 | Oversaw corporate operations and transition to CEO |
| Qualcomm Technologies, Inc. (QTI) / Qualcomm CDMA Technologies (QCT) | EVP, QTI; President, QCT | Nov 2015–Jan 2018 | Led QCT product roadmap (Snapdragon) |
| Qualcomm Technologies, Inc. (QTI) / QCT | EVP, QTI; Co‑President, QCT | Oct 2012–Nov 2015 | Co-led chip division |
| Qualcomm CDMA Technologies (QCT) | SVP & Co‑President | Jun 2012–Oct 2012 | Co-led division |
| Qualcomm CDMA Technologies (QCT) | SVP, Product Management | Oct 2007–Jun 2012 | Responsible for Snapdragon product roadmap |
| Qualcomm | Engineer and various leadership roles | Joined 1995 | Progressed through technical and leadership posts |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Qualcomm Incorporated (NASDAQ: QCOM) | President & CEO; Director | 2021 | Only current public company board listed for Amon in Adobe’s proxy |
Board Governance
| Attribute | Status |
|---|---|
| Independence | Independent director (Adobe) |
| Committees | Executive Compensation Committee – Member (not Chair) |
| Board/Committee Meetings (FY2024) | Board: 5; Audit: 8; Executive Compensation: 7; Governance & Sustainability: 4 |
| Attendance (FY2024) | Each director attended at least 75% of applicable meetings; all 12 then‑serving directors attended 2024 AGM |
| Lead Independent Director | Frank Calderoni; responsibilities include presiding at executive sessions, agenda coordination, performance evaluations, and stockholder outreach |
- Adobe affirms a majority‑independent board and all‑independent committees; Amon included in the independent list .
- Governance policies include anti‑hedging/anti‑pledging and robust stock ownership requirements for directors .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2023 | 7,830 | Prorated for service starting Oct 2023; Amon elected to defer all cash fees |
| 2024 | 75,000 | Consistent with $60,000 annual retainer + $15,000 Executive Compensation Committee member fee; Amon elected to defer 100% of cash fees |
- FY2024 cash schedule: annual retainer $60,000; committee member fees—Audit $20,000, Executive Compensation $15,000, Governance & Sustainability $10,000; Lead Director retainer $60,000 .
Performance Compensation (Director Equity)
| Year | Grant Date | Vehicles | Quantity/Terms | Fair Value | Vesting |
|---|---|---|---|---|---|
| 2023 (initial) | Oct 25, 2023 | RSUs | 289 RSUs for joining board | $521.14 per share (grant-date) | Standard director terms; unvested at FY2023 end |
| 2024 (annual) | Apr 17, 2024 | RSUs | 633 RSUs | $474.45 per share; grant value $300,327 in table (accounting value) | 100% vests at next annual meeting, subject to service |
- No stock options were granted to any directors in FY2023 or FY2024 .
- Amon elected to defer 100% of his 2024 RSU grant into Adobe’s Deferred Compensation Plan .
- Director equity policy: FY2023–2024 annual equity award targeted at $315,000 (value‑based), converted to RSUs; change‑in‑control: unvested RSUs vest immediately prior to close (subject to consummation) .
- FY2025–2026 policy: increases annual equity award to $330,000; raises committee chair retainers (Audit $45k; Exec Comp $35k; Governance & Sustainability $25k); cash otherwise unchanged .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Qualcomm | President & CEO; Director | Adobe discloses no related‑person transactions >$120,000 since the beginning of FY2024; Governance & Sustainability Committee reviews any such items . Anti‑hedging/anti‑pledging applies to directors . |
- Adobe reported no related‑person transactions for FY2023 as well .
Expertise & Qualifications
- Executive leadership; global leadership; business development & strategy; operations; finance or accounting; technologist; public company governance (Amon mapped across these categories in Adobe’s director attribute matrix) .
- Education: B.S. Electrical Engineering and honorary doctorate, UNICAMP (Brazil) .
Equity Ownership
| As‑of Date | Beneficial Ownership (shares) | % of Class | Pledged? | Unvested RSUs Outstanding |
|---|---|---|---|---|
| Feb 20, 2024 | 289 | <1% | None of directors’/officers’ shares are pledged | 289 unvested (initial grant as of FY2023 end) |
| Feb 21, 2025 | 922 | <1% | None of directors’/officers’ shares are pledged | 633 unvested at FY2024 end from April 17, 2024 grant |
- Director stock ownership guidelines: hold 50% of net shares until holdings equal a value of 10x the annual retainer; as of Nov 29, 2024, each non‑employee director was in compliance .
- Anti‑hedging and anti‑pledging policy applies to all directors .
Governance Assessment
- Strengths: Independent director with deep operating/technology credentials and CEO‑level experience; sits on Executive Compensation Committee, bringing cross‑industry perspective; deferral of 100% of cash fees and RSUs indicates long‑term alignment within Adobe’s ownership framework and DCP structure .
- Board/process quality: Majority‑independent board, all‑independent committees, robust ownership guidelines, anti‑hedging/anti‑pledging, active lead independent director role, and strong attendance thresholds reported (≥75% for all directors) .
- Related‑party/transactions: Adobe disclosed no related‑person transactions in FY2023–FY2024; the Governance & Sustainability Committee oversees any such transactions .
RED FLAGS to monitor
- Dual‑hat dynamic: Amon is an active public‑company CEO (Qualcomm) while serving on Adobe’s Executive Compensation Committee—this is common at mega‑cap boards but requires vigilance on time commitment and potential perception issues; no specific interlocks or related‑party transactions are disclosed by Adobe to date .
- Director equity is time‑based RSUs (no performance conditions), which aligns tenure but does not tie awards to Adobe’s outcome metrics; however, Adobe’s director ownership rule (10x retainer) and net share retention requirements mitigate misalignment risk .
References:
- Director biography, independence, committee assignments, attributes:
- Board meetings, attendance, independence determination, related‑party transactions:
- Director compensation tables and details (cash/equity, RSUs, no options, deferrals, policies):
- Ownership tables and anti‑pledging/hedging policies: