Daniel Rosensweig
ADOBEAbout Daniel Rosensweig
Independent director of Adobe Inc. since January 2009; age 63. Executive Chair of Chegg, Inc. (since June 2024) and Co‑Chair of Chegg’s board (since July 2018); prior roles include CEO of Chegg (2010–2024), COO of Yahoo! (2002–2007), President of CNET Networks (2000–2002), and multiple senior roles at Ziff‑Davis, including CEO of ZDNet; B.A. in Political Science from Hobart College . Classified as an independent director under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chegg, Inc. | Executive Chair; Co‑Chair (Board) | Executive Chair since Jun 2024; Co‑Chair since Jul 2018; CEO 2010–Jun 2024; Chair 2010–2018 | Led scaling of an education technology platform; long‑tenured public company leadership |
| RedOctane (Activision Publishing business unit) | President & CEO | 2009–Feb 2010 | Interactive entertainment operations leadership |
| Quadrangle Group | Operating Principal | 2007–2009 | Private investment operating role |
| Yahoo! Inc. | Chief Operating Officer | 2002–2007 | Global internet company operating leadership |
| CNET Networks, Inc. | President | 2000–2002 | Digital media operations leadership |
| Ziff‑Davis / ZDNet | Various incl. President & CEO of ZDNet | 18 years through 2000 | CEO of ZDNet; media/information services execution |
External Roles
| Entity | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Chegg, Inc. | Executive Chair; Co‑Chair (Board) | Public | Exec Chair since Jun 2024; Co‑Chair since Jul 2018; prior CEO 2010–2024 |
| Rent the Runway, Inc. | Director (former) | Public | 2012–2023 (former directorship) |
Board Governance
- Committee assignments: Governance & Sustainability Committee (Member); not on Audit or Executive Compensation Committees .
- Committee scope (relevant to his role): Board composition and refreshment; ESG oversight (except HCM); director independence assessments; and approval/ disapproval of related‑person transactions under Item 404 of Reg S‑K .
- Board/committee meeting cadence and attendance: FY2024 Board met 5 times; Governance & Sustainability met 4 times; each director attended at least 75% of meetings of the Board and their committees in FY2024 .
- Independence status: Board affirms independence for Mr. Rosensweig under Nasdaq standards .
- Executive sessions context: Independent directors (led by Lead Director) held 4 executive sessions in FY2024 .
Fixed Compensation (Non‑Employee Director – FY2024)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $60,000 (policy) |
| Committee member fee – Governance & Sustainability | $10,000 (policy) |
| Fees earned/paid in cash (reported) | $70,000 |
Notes:
- Cash retainers are paid quarterly; policy sets member fees per committee (Audit: $20k; Exec Comp: $15k; Governance & Sustainability: $10k) and chair premia; Lead Director receives an additional $60k .
- Mr. Rosensweig elected to defer 100% of his cash fees under Adobe’s Deferred Compensation Plan (DCP) for FY2024 .
Performance Compensation (Equity – FY2024)
| Grant Type | Grant Date | Shares/Units | Grant Date FV | Vesting | Election |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Apr 17, 2024 | 633 | $300,327 (633 × $474.45) | 100% vests at next annual meeting, subject to service | Deferred 100% into DCP |
Additional notes:
- No stock options were granted to directors in FY2024 .
- Director equity accelerates upon a change of control, subject to consummation of the transaction .
- 2019 Equity Incentive Plan permits recoupment under company clawback policies (awards are recoverable per policy) .
- FY2025–FY2026 policy increased annual director equity value to $330,000 (chairs’ cash premia also increased modestly); cash retainer unchanged .
Other Directorships & Interlocks
- Current public boards: Chegg, Inc. (Co‑Chair) .
- Former public boards: Rent the Runway, Inc. (2012–2023) .
- Compensation Committee interlocks: None reported for FY2024 (no interlocking relationships among Adobe’s execs, directors, or compensation committee) .
- Related‑person transactions: None >$120,000 since the beginning of FY2024; related‑person transactions are overseen by the Governance & Sustainability Committee .
Expertise & Qualifications
- Adobe’s skills matrix tags Mr. Rosensweig with: Executive Leadership; Global Leadership; Business Development & Strategy; Operations; Finance or Accounting; Sales/Marketing & Brand Management; Public Company Board Service/Governance (not tagged as Technologist or Legal/Regulatory) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 19,034 shares (includes 2,268 in 2012 Irrevocable Children’s Trust; 11,760 in Family Revocable Trust) |
| RSUs vesting within 60 days (as of Feb 21, 2025) | 633 RSUs |
| % of shares outstanding | <1% (asterisk in ownership table) |
| Pledged/hedged shares | None; policy prohibits pledging, hedging, short sales of Adobe equity |
| Director ownership guidelines | Must hold shares equal to 10× annual retainer; 50% net‑share retention until guideline met; as of Nov 29, 2024, each non‑employee director was in compliance |
Governance Assessment
- Board effectiveness and engagement: Independent director with long operating pedigree (Yahoo!, Chegg) and governance focus via Governance & Sustainability Committee; met attendance expectations (≥75% of meetings) in FY2024 .
- Alignment and incentives: Balanced pay mix (cash + RSUs), with 100% deferral elections for both cash and equity in FY2024—signals long‑term alignment; subject to ownership guidelines and anti‑hedging/pledging policy; equity awards subject to recoupment policies .
- Independence and conflicts: Board affirms independence; no related‑person transactions; no compensation committee interlocks reported for FY2024 .
- Director compensation practice: FY2024 totals—Cash $70,000; Stock $300,327; Total $370,327—consistent with policy targeting cash near peer median and equity around the 60th–75th percentile; FY2025–2026 equity value increased to $330,000 reflecting peer trends .
- RED FLAGS: None identified in FY2024 disclosures—no related‑party transactions, no interlocks, attendance threshold met, prohibitions on hedging/pledging, and director equity subject to change‑of‑control acceleration standard for non‑employee directors .
Context: Adobe’s 2024 say‑on‑pay received ~85% support, indicating generally supportive investor sentiment toward compensation governance at the company level .