David Wadhwani
ADOBEAbout David Wadhwani
David Wadhwani, 53, is President, Digital Media at Adobe (Creative Cloud and Document Cloud). He rejoined Adobe in June 2021 after prior service at the company and holds a bachelor’s in computer science from Brown University . Adobe delivered FY2024 revenue of $21.51B (+11% YoY) and GAAP diluted EPS of $12.36, framing the context for his business remit . Executive pay-for-performance under his watch tied to multi-year relative TSR and annual Net New Sales produced a 41% payout on the 2022 PSP’s three-year relative TSR and a 132% payout on FY2024 Net New Sales across PSPs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Adobe | Senior VP & GM, Digital Media (prior tenure) | Joined via Macromedia acquisition in 2005 (years not fully specified) | Led Digital Media previously, setting the stage for current role |
| AppDynamics | President & CEO | 2015–2019 | Ran enterprise software company, scaling operations as chief executive |
| Greylock Partners | Venture Partner | Oct 2019–Jun 2021 | Early-stage/growth investing and company-building insights leveraged in product/AI strategy |
| Macromedia | VP, Developer Products | Pre-2005 | Platform and developer ecosystem leadership prior to Adobe acquisition |
External Roles
| Organization | Capacity | Notes |
|---|---|---|
| Gem Software, Inc. | Board of Directors | Private company board role |
| StoryCorps | Board of Trustees | Non-profit governance |
| Fine Arts Museums of San Francisco | Board of Trustees | Cultural institution governance |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base salary ($) | 750,000 | 791,346 | 800,000 |
| Target annual cash incentive (% of salary) | 100% | 100% | 100% |
| Actual cash incentive paid ($) | 712,500 | 791,071 | 784,000 |
Notes: FY2024 corporate result was 98% after a −2% strategic adjustment; all NEOs’ individual result was certified at 100% under a “one team” philosophy .
Performance Compensation
Annual Cash Incentive – Design and FY2024 Outcome
- Metrics and thresholds: Revenue and non-GAAP diluted EPS; both must reach ≥90% of targets to fund any payout .
- FY2024 targets and actuals (company-wide):
- Revenue target implied at $21.40B (95% funding point); actual $21.51B; Financial Performance Result 100% before strategic adjustment .
- Non-GAAP diluted EPS target implied at $17.80 (95% funding point); actual $18.42; Financial Performance Result 100% before strategic adjustment .
- Committee applied a −2% Strategic Performance Adjustment (FX exclusion), producing a 98% corporate result; Wadhwani’s Individual Performance Result certified at 100% .
| Component | Target | Actual | Payout |
|---|---|---|---|
| Revenue (company) | ≥$21.40B for 95% funding | $21.51B | 100% Financial Performance Result pre-adjustment |
| Non-GAAP EPS (company) | ≥$17.80 for 95% funding | $18.42 | 100% Financial Performance Result pre-adjustment |
| Strategic Adjustment | n/a | −2 pct pts (FX) | Corporate result 98% |
| Individual result (Wadhwani) | Goals set by Committee | Certified 100% | Overall payout 98% of target |
Wadhwani’s FY2024 achievement highlights cited by the Committee: exceeded $2B in net new ARR for Digital Media; delivered Firefly innovations across imaging, vector, video (beta) and design; launched Firefly Custom Models, Express on mobile and Acrobat AI Assistant; advanced cross-cloud monetization (Firefly Services, GenStudio) .
Long-Term Equity – Performance Share Program (PSP)
Design (2024 PSP): 50% three-year Relative TSR vs Nasdaq-100 peers (55th percentile target; 0–200% payout with absolute TSR cap) and 50% Net New Sales (Digital Media ARR and Digital Experience subscription revenue growth) measured annually across FY2024–FY2026; 3-year cliff vest .
Outcomes disclosed to date:
- 2022 PSP (cycles 2022–2024): Relative TSR percentile 26th → 41% payout on TSR component; Net New Sales components paid at 86% (FY2022), 133% (FY2023), 132% (FY2024), yielding an overall 79% payout .
- FY2024 Net New Sales across 2022/2023/2024 PSPs: Total attainment 107.8% driven by DM net new ARR $2,001M (105.3% of target) and DX subscription growth $526M FX-neutral (118.3%), paying 132% on Net New Sales for FY2024 .
| PSP Metric | Weight | Target | Actual/Payout |
|---|---|---|---|
| Relative TSR (2022 PSP) | 50% | 55th percentile target | 26th percentile; 41% payout |
| Net New Sales FY2024 (applies to 2022/2023/2024 PSPs) | 50% (split across 3 annual tranches) | DM net new ARR + DX sub rev growth above initial public guidance | 107.8% attainment → 132% payout |
FY2024 Equity Grant to Wadhwani
| Element | Total target value ($) | Performance shares target (#) | Performance shares max (#) | RSUs (#) |
|---|---|---|---|---|
| FY2024 annual equity | 14,000,000 | 16,320 | 32,640 | 6,994 |
- Mix: 70% performance shares / 30% time-based RSUs for Presidents (same as CEO) .
- RSU vesting: 6.25% quarterly over 4 years; 2024 RSUs fully vest Jan 15, 2028 .
- PSP vesting: All earned performance shares vest after 3-year period (e.g., 2024 PSP vests on or after Jan 24, 2027) .
Equity Ownership & Alignment
Beneficial Ownership and Policies
- Beneficial ownership: 24,487 shares (includes 92 shares in Wadhwani 2020 Family GST Trust, 263 shares in 2006 Wadhwani Family Trust, and 3,825 RSUs issuable within 60 days) .
- % of outstanding: “*” less than 1% (based on 434,897,366 shares outstanding) .
- Ownership guidelines: Presidents must hold stock equal to 10x base salary; as of Nov 29, 2024, all NEOs were in compliance .
- Pledging/hedging: Prohibited for all employees and directors (no pledging, hedging, short sales) .
- Clawbacks: SEC Rule 10D-1 policy adopted Oct 2023; supplemental misconduct-related clawback effective Nov 30, 2024, covering incentive and time-based equity for prior 3 fiscal years .
Vested vs. Unvested/Outstanding (as of FY2024 year-end)
| Category (as of Nov 29, 2024) | Shares/Units (#) | Market/payout value ($) | Key vesting dates |
|---|---|---|---|
| Unvested RSUs (6/14/2021 grant) | 5,799 | 2,991,878 | Fully vest Jun 14, 2025 |
| Unvested RSUs (1/24/2022 grant) | 3,030 | 1,563,268 | Fully vest Jan 24, 2026 |
| Unvested RSUs (1/24/2023 grant) | 6,844 | 3,531,025 | Fully vest Jan 15, 2027 |
| Unvested RSUs (1/24/2024 grant) | 5,683 | 2,932,030 | Fully vest Jan 15, 2028 |
| Earned but unvested PSP (FY2024 Net New Sales, 2024 PSP) | 3,590 | 1,852,189 | Vests Jan 24, 2027 |
| Earned but unvested PSP (FY2023 PSP, FY2023–FY2024 Net New Sales tranches) | 12,537 earned + 37,852 unearned at max assumptions | 6,468,214 (earned) + 19,528,982 (unearned at max assumptions) | Earned portions vest Jan 24, 2026; remaining contingent on FY2025 targets and TSR |
| 2022 PSP TSR contingent (as of FY2024 YE) | 4,847 (assumed at target for table presentation) | 2,500,713 | Subsequently certified at 41% payout; vested Jan 24, 2025 |
Note: No stock options are outstanding for NEOs; Adobe has not granted options to NEOs in recent years .
FY2024 Stock Vested
| Metric | FY2024 |
|---|---|
| Shares acquired on vesting (#) | 14,507 |
| Value realized on vesting ($) | 7,858,379 |
Employment Terms
- Employment status: At-will; Adobe generally does not provide cash severance to executive officers outside a change of control .
- Change-of-Control (CoC): Wadhwani participates in the 2023 Executive Severance Plan (double-trigger: termination without cause or resignation for good reason within 3 months before/12 months after CoC). Benefits include 24 months salary+target bonus, 18 months COBRA, and full acceleration of outstanding equity (performance shares to the extent credited based on performance as of CoC) .
- Estimated CoC economics (as of Nov 29, 2024):
- CoC + qualifying termination: Target bonus $800,000; Cash severance $3,200,000; Accelerated performance awards $28,068,140; Accelerated RSUs $11,018,201; COBRA $58,494; Total $43,144,835 .
- CoC only if equity not assumed/substituted: Accelerated performance awards $28,068,140; Accelerated RSUs $11,018,201; Total $39,086,341 .
- 280G: Total payments exceed threshold; full payment produced a better after-tax result, so no cutback applied to Wadhwani .
Performance Compensation (detailed tables)
Wadhwani FY2024 Annual Cash Incentive Calculation
| Item | Value |
|---|---|
| Base salary ($) | 800,000 |
| Target incentive (% of salary) | 100% |
| Corporate performance result (%) | 98% (100% financial − 2% strategic adj.) |
| Individual performance result (%) | 100% |
| Actual payout (% of target) | 98% |
| Actual cash incentive ($) | 784,000 |
PSP Metrics and Payout Markers
| Program | Metric | Weight | Target | Actual/Payout |
|---|---|---|---|---|
| 2022 PSP | Relative TSR (CY2022–2024) | 50% | 55th percentile | 26th percentile → 41% payout |
| 2022/2023/2024 PSP (FY2024 tranche) | Net New Sales FY2024 | 50% (annualized tranches) | Above initial public guidance; DM net new ARR + DX sub rev growth | 107.8% attainment → 132% payout |
Say‑on‑Pay, Governance, and Peer Practices
- Say‑on‑pay approval at the 2024 annual meeting: ~85% of votes cast supported FY2023 NEO pay .
- Independent compensation consultant (Compensia) advises the committee; heavy at‑risk structure (Presidents: 70% of equity in PSUs) .
- 2025 changes: threshold for annual bonus funding raised to 95% on each metric; individual component eliminated (max payout reduced to 155% of target) to heighten formulaic alignment .
Risk Indicators and Red Flags
- Pledging/hedging: Prohibited (reduces alignment risk) .
- Clawbacks: Restatement-based (Rule 10D‑1) and misconduct-based policies in force (expanded recovery scope) .
- Tax gross‑ups: No excise tax gross‑ups on golden parachutes; payments are subject to cutback only if beneficial (CEO legacy agreement excepted for structure; not applicable to Wadhwani) .
Investment Implications
- Strong alignment: High proportion of at‑risk, multi‑year equity tied to company TSR and sales growth reduces asymmetric pay outcomes; 2024 bonus plan changes further increase performance stringency and transparency .
- Vesting overhang/insider supply: Meaningful unvested RSUs through Jan 2028 and earned PSP tranches vesting in Jan 2026–2027 could incrementally add to share supply as awards deliver; however, anti‑hedging/pledging and ownership guidelines (10× salary) support net retention of shares .
- Retention risk moderate: Double‑trigger CoC protection (2× salary+bonus) plus multi‑year equity vesting cadence provide retention hooks; limited perquisites and no non‑CoC severance reduce downside governance risk .
- Execution track record: FY2024 Digital Media delivered >$2B net new ARR; Firefly/Express/Acrobat AI Assistant launches and monetization milestones point to continued value creation drivers in his span of control .