David Ricks
ADOBEAbout David Ricks
David A. Ricks (age 57) is an independent director of Adobe (ADBE) since April 2018 and serves as Chair, President and CEO of Eli Lilly and Company. He holds a B.S. from Purdue University (1990) and an MBA from Indiana University (1996), with prior leadership roles across Lilly’s U.S., Canada, China, and Bio‑Medicines businesses, bringing executive leadership, global operations, and commercial expertise to Adobe’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly – Lilly Bio‑Medicines | SVP & President | 2012–2016 | Led global therapeutic portfolio; commercial execution |
| Lilly USA | President | 2009–2012 | Oversaw largest affiliate; U.S. marketing/sales leadership |
| Lilly China | President & GM | 2008–2009 | Ran fast‑growing emerging market operations |
| Lilly Canada | General Manager | 2005–2008 | Country P&L; prior Director of Pharmaceutical Marketing & National Sales Director |
| Eli Lilly | Business Development Associate | 1996–2005 | Various U.S. marketing and sales management roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eli Lilly and Company | Chair (since 2017), President & CEO (since 2017) | 2017–present | Current public company board; executive Chair |
| Adobe | Independent Director | 2018–present | Executive Compensation Committee member |
Board Governance
- Committee assignments: Member, Executive Compensation Committee (7 meetings in FY2024; Chair: Amy Banse). Ricks is not a committee chair .
- Independence: Board majority independent; Ricks is affirmed independent .
- Attendance: Board held 5 meetings and committees held 19 total; each director attended at least 75% of their meetings; all 12 directors attended the 2024 Annual Meeting .
- Lead Independent Director: Frank Calderoni led 4 executive sessions of independent directors in FY2024, strengthening oversight and CEO performance review .
- Related‑party and conflicts oversight: Governance & Sustainability Committee reviews related‑person transactions; none >$120,000 since the start of FY2024 .
- Compensation committee interlocks: None in FY2024 (reduces conflict risk) .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Standard non‑employee director retainer |
| Committee fee – Exec Comp (member) | $15,000 | Member fee (Chair fee is $30,000) |
| Total cash fees (FY2024) | $75,000 | Paid quarterly; no meeting fees |
| RSU annual grant (Apr 17, 2024) | 633 RSUs | Grant-date fair value $300,327 ($474.45 per share avg. price basis); vests 100% at next annual meeting |
| FY2024 Director total compensation | $375,327 | Cash $75,000 + Stock awards $300,327 |
Policy notes:
- FY2025–FY2026 policy increased annual director equity grant value to $330,000; chair retainers for committees modestly increased (Audit +$5k; Exec Comp +$5k; Governance +$5k); cash retainers otherwise unchanged .
Performance Compensation
- Non‑employee director pay at Adobe consists of cash retainers and time‑based RSUs; no options or performance‑based awards are granted to directors (RSUs vest 100% at next annual meeting). No stock options were granted to directors in FY2024 .
- Therefore, no performance metrics (revenue, EPS, TSR, ESG) apply to director compensation .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Eli Lilly and Company | Chair; President & CEO | No Adobe‑reported related‑party transactions (> $120k) involving Ricks/Lilly; compensation committee interlocks none in FY2024 |
Expertise & Qualifications
- Executive leadership, global leadership, business development & strategy, operations, finance/accounting, sales/marketing/brand management, public company governance; not categorized as a technologist in Adobe’s skills matrix .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 9,530 shares | Includes 3,913 shares in David A. Ricks 12‑2022 GRAT; 633 RSUs vestable within 60 days |
| % of shares outstanding | <1% | As reported in proxy beneficial ownership table |
| Unvested director RSUs (FY2024 grant) | 633 | Standard annual director grant; vests at next annual meeting |
| Pledging/Hedging | Prohibited | Insider Trading Policy forbids pledging, hedging, short sales of Adobe equity |
| Director ownership guidelines | 10x annual retainer; 50% net share retention until met | As of Nov 29, 2024, all non‑employee directors in compliance |
Governance Assessment
- Board effectiveness: Ricks adds an active operating CEO’s perspective from a scaled, innovation‑focused global company, reinforcing Adobe’s oversight on strategy, talent, and pay‑for‑performance, while remaining independent and non‑chair on pay decisions (member of Executive Compensation Committee) .
- Alignment: Director pay mixes cash retainer and RSUs with robust stock ownership guidelines and anti‑hedging/pledging policy, supporting skin‑in‑the‑game and long‑term alignment; Ricks holds shares and scheduled RSUs under standard director program .
- Conflicts: Proxy reports no related‑party transactions and no compensation committee interlocks, reducing perceived conflict risk. Governance & Sustainability Committee pre‑screens such items .
- Attendance & engagement: Meets minimum attendance thresholds; Board and committees active; Lead Independent Director facilitates executive sessions and investor engagement. Broader say‑on‑pay support at 85% in 2024 indicates investor acceptance of compensation governance .
Risk Indicators & RED FLAGS
- Related‑party transactions: None >$120k since FY2024 start (low conflict signal) .
- Hedging/pledging: Prohibited under policy (positive alignment) .
- Committee interlocks: None (positive governance) .
- Attendance: At least 75% compliance across directors (no attendance red flag disclosed) .
- Equity award practices: Standard annual RSUs; no option repricing; governance practices prohibit dividends on unvested awards; director awards accelerate at change of control consistent with plan terms (not unique to Ricks) .
Compensation Committee Analysis (context for Ricks’ committee role)
- Committee composition: All independent; chaired by Amy Banse; uses independent consultant Compensia; oversees pay design, HCM, ownership guidelines, clawbacks, and risk assessment .
- Interlocks: None in FY2024 .
- Policies: Robust clawbacks for executives (Rule 10D‑1 and misconduct policy), anti‑hedging/pledging, strong equity plan governance .
Say‑on‑Pay & Shareholder Feedback (company‑level signal)
- FY2024 say‑on‑pay support ~85%; ongoing outreach to holders of >40% of shares on strategy, governance, compensation, ESG .
Notes on Deferred Compensation (director elections)
- Several directors deferred cash fees and/or RSUs in FY2024; Ricks is not listed among those who elected deferral (no deferral noted for Ricks) .
Overall: Ricks’ independent status, standard director pay structure, ownership alignment, and absence of related‑party ties support investor confidence. His executive experience and compensation committee membership bolster board effectiveness without chair‑level control over pay decisions .