Daniel Durn
Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations at 
ADOBE
ADOBEExecutive
About Daniel Durn
Chief Financial Officer and Executive Vice President, Finance, Technology, Security and Operations at Adobe (NEO). In FY2024 Adobe delivered record revenue of $21.51B (+11% y/y) and GAAP diluted EPS of $12.36 (+5% y/y), with non-GAAP diluted EPS of $18.42; Digital Media revenue was $15.86B (+12% y/y) and Digital Experience revenue was $5.37B (+10% y/y) . Pay outcomes reflected performance: the FY2024 executive annual cash incentive paid at 98% of target, and the 2022 Performance Share Program (three-year) paid at 79% (driven by 41% payout on three‑year relative TSR and 132% on Net New Sales components) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| See Adobe’s FY2024 Form 10‑K, “Information About Our Executive Officers” for NEO biographies | — | — | Biographical details for NEOs (including Mr. Durn) are incorporated by reference in the 10‑K section cited in the proxy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025/2024 proxy | — | — | No external board or other roles disclosed for Mr. Durn in the proxy statements . |
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 850,000 | 891,346 | 900,000 |
| Target Bonus (% of Salary) | 100% | 100% | 100% |
| Actual Cash Incentive Paid ($) | 807,500 | 891,071 | 882,000 |
| All Other Compensation ($) | 29,821 | 18,726 | 21,676 |
| Total Reported Compensation ($) | 13,289,714 | 14,337,290 | 15,564,859 |
Notes: Target bonus determined annually at 100% of base salary; FY2024 Corporate Performance Result was 98% after a -2% Strategic Performance Adjustment (FX) and individual result certified at 100%, yielding a 98% payout .
Performance Compensation
Annual Cash Incentive – FY2024 design and result
| Metric | Weight | Target construct | Threshold | Target | Max | Actual FY2024 | Payout |
|---|---|---|---|---|---|---|---|
| Revenue (GAAP) and Non‑GAAP Diluted EPS (gating to form Financial Performance Result) | n/a | Matrix vs Initial Public Guidance midpoint | 90% of each metric for any payout | Examples: $21.40B rev and $17.80 EPS correspond to 95% FPR | ≥$22.68B rev and ≥$19.05 EPS correspond to 130% FPR | Revenue $21.51B; Non‑GAAP EPS $18.42 | Financial Performance Result 100% |
| Strategic Performance Adjustment | n/a | Committee discretion ±25 pts | — | — | — | -2 pts (exclude FX effect) | -2 pts to Corporate Performance |
| Corporate Performance Result | n/a | FPR ± SPA | — | — | 155% cap | — | 98% |
| Individual Performance Result | n/a | Committee assessment | — | — | 150% cap | 100% (one‑team philosophy) | 100% |
| Overall Payout | — | CPR × IPR × Target | — | — | 200% cap | — | 98% |
Result: Mr. Durn earned $882,000 (98% of $900,000 target) for FY2024 .
Long-term Equity – Program design and outcomes
- Award mix: For CFO, 50% Performance Share Program (PSP) + 50% time‑based RSUs; RSUs vest 6.25% quarterly over four years; PSPs vest only after the 3‑year performance period and require continued service .
- PSP metrics and weight: 50% Relative TSR (vs Nasdaq‑100, Target = 55th percentile; cap at 100% if absolute TSR negative) and 50% Net New Sales (Digital Media ending ARR growth from FY2025 onward; FY2024 based on Digital Media net new ARR + Digital Experience subscription revenue growth vs guidance) .
PSP achievements affecting Mr. Durn:
| PSP | Metric | Weight | Period | Target | Actual | Payout |
|---|---|---|---|---|---|---|
| 2022 PSP | Relative TSR | 50% | CY2022–CY2024 | 55th percentile | 26th percentile; absolute TSR −21% | 41% |
| 2022 PSP | Net New Sales (FY2024 tranche) | 16.67% | FY2024 vs guidance | Scaled; 70% threshold | 107.8% attainment | 132% |
| 2023 PSP | Net New Sales (FY2024 tranche) | 16.67% | FY2024 vs guidance | Scaled; 70% threshold | 107.8% attainment | 132% |
| 2024 PSP | Net New Sales (FY2024 tranche) | 16.67% | FY2024 vs guidance | Scaled; 70% threshold | 107.8% attainment | 132% |
Mr. Durn’s FY2024 Net New Sales shares earned (will vest after full 3‑year period):
| PSP | Target Shares for FY2024 Tranche (#) | Payout (%) | Actual Earned (#) |
|---|---|---|---|
| 2024 PSP | 1,735 | 132% | 2,290 |
| 2023 PSP | 3,017 | 132% | 3,982 |
| 2022 PSP | 1,615 | 132% | 2,131 |
FY2024 grants and sizing:
| Grant (1/24/2024) | Target Value ($) | PSP Target (#) | PSP Max (#) | RSU (#) |
|---|---|---|---|---|
| FY2024 annual equity | 12,500,000 | 10,408 | 20,816 | 10,408 |
RSU vesting cadence drives predictable quarterly vesting over 4 years (potential selling pressure depends on individual trading plans and policy).
Realized equity in FY2024
| Shares Acquired on Vesting | Value Realized ($) |
|---|---|
| 24,247 | 12,881,665 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 31,408 shares; <1% of outstanding |
| Included near‑term vesting | 2,832 shares issuable within 60 days via RSUs |
| Unvested RSUs at FY2024 end | 3,030 (1/24/2022 grant); 10,185 (1/24/2023); 8,457 (1/24/2024) |
| Performance share positions (unvested) | 4,847 (2022 PSP Relative TSR); 24,140 (2023 PSP pending TSR and FY2025 NNS); 8,916 (2024 PSP pending TSR and FY2025–26 NNS) |
| Stock ownership guidelines | CFO required minimum = 10x base salary; all NEOs in compliance as of 11/29/2024 |
| Pledging/hedging | Prohibited by Insider Trading Policy; employees/officers may not pledge or hedge Adobe stock |
| Shares pledged | None of the shares beneficially owned by executive officers/directors are pledged |
Note: No stock options were outstanding as of November 29, 2024 .
Employment Terms
| Topic | Terms (CFO) |
|---|---|
| Severance & Change-of-Control plan | Double trigger for NEOs: upon qualifying termination within 3 months before/12 months after a COC → 24 months base salary + 24 months target bonus, 18 months COBRA, accelerated vesting of equity (performance shares to extent credited as of COC) . No excise tax gross‑up; benefits reduced if needed to optimize after‑tax per Section 280G (“best net”) . |
| Potential payments (as of 11/29/2024) | Involuntary termination/resignation for good reason upon COC: Target bonus $900,000; Lump‑sum severance $3,600,000; Accelerated performance awards $19,712,137; Accelerated RSUs $11,181,239; COBRA $58,494; Total $35,451,870 . |
| Clawbacks | Three policies: (i) Dodd‑Frank Rule 10D‑1 compliant (adopted Oct 2, 2023) for financial restatements; (ii) supplemental “misconduct” clawback (effective Nov 30, 2024) covering incentive and time‑based equity; (iii) 2015 fraud/misconduct policy; SOX 304 recoupment for CEO/CFO applies . |
| Anti‑pledge/hedge | Insider Trading Policy prohibits pledging, hedging, and short sales by employees/officers . |
Compensation Structure Details
| Element | FY2024 Design |
|---|---|
| Annual cash incentive | Two financial gates (Revenue, non‑GAAP EPS vs initial guidance); Strategic Performance Adjustment ±25 pts; individual component removed for FY2025; maximum reduced to 155% . |
| PSP | 50% Relative TSR (vs Nasdaq‑100; Target 55th percentile; cap at 100% if absolute TSR negative); 50% Net New Sales (FY2024: DM net new ARR + DX subscription growth; FY2025 forward: DM ending ARR growth + DX subscription growth) . |
| RSU vesting | 6.25% quarterly over 4 years . |
| Peer group (for benchmarking) | Alphabet, Amazon, Apple, Autodesk, Broadcom, Cisco, DocuSign, Intuit, Meta, Microsoft, Netflix, NVIDIA, Oracle, PayPal, Salesforce, SAP, ServiceNow, Twilio, Workday . |
| Say‑on‑pay | 2024 approval ~85% . |
Compensation & Ownership Tables (Multi‑Year)
| Year | Salary ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 850,000 | 8,502,393 | 807,500 | 29,821 | 13,289,714 |
| 2023 | 891,346 | 12,536,147 | 891,071 | 18,726 | 14,337,290 |
| 2024 | 900,000 | 13,761,183 | 882,000 | 21,676 | 15,564,859 |
Risk Indicators & Red Flags
- No pledging/hedging allowed; none of Mr. Durn’s beneficially owned shares are pledged .
- No excise tax gross‑ups; best‑net cutback applies to parachute payments .
- Related‑party transactions: none requiring disclosure since FY2024 start .
- Relative TSR underperformed Nasdaq‑100 over 2022–2024 window (26th percentile), reducing 2022 PSP overall payout to 79% .
Equity Overhang and Vesting Schedules (Insider Selling Pressure)
- Significant unvested equity positions (RSUs vest quarterly; multiple PSP tranches scheduled to vest only after three-year performance periods). See counts and vesting timelines in “Equity Ownership & Alignment” and “Outstanding Equity Awards at FY2024 End” for detail .
Compensation Committee & Governance Notes
- Executive Compensation Committee composed entirely of independent directors; engages independent consultant (Compensia) and oversees HCM and clawback policies .
- Insider Trading Policy prohibits pledging/hedging/short sales; robust stock ownership guidelines (CFO 10x salary) with compliance as of FY2024 year‑end .
Investment Implications
- Alignment: High equity mix (PSP + RSUs) and rigorous metrics (relative TSR target at 55th percentile; Net New Sales tied to outperformance vs guidance) support pay-for-performance alignment; FY2024 annual bonus paid below target due to -2% strategic adjustment, and 2022 PSP paid at 79% overall, reflecting TSR underperformance .
- Retention: Large, multi-year unvested equity (quarterly RSU vesting; three-year PSP cliff vesting) creates retention hooks; double-trigger COC protections (24 months salary+bonus, equity acceleration) reduce transition risk in strategic events .
- Trading signals: Predictable quarterly RSU vesting and periodic PSP vesting events may coincide with Form 4 activity depending on 10b5‑1 plans and policy windows; no pledging or hedging is permitted .