Dheeraj Pandey
ADOBEAbout Dheeraj Pandey
Independent director at Adobe since January 2019, Dheeraj Pandey (age 49) is a technologist and founder-CEO with deep enterprise software and AI experience. He is Chair and CEO of DevRev (since Dec 2020) and previously co‑founded Nutanix, serving as President (2009–2016), CEO and Chair until Dec 2020; earlier roles include VP/Director of Engineering at Aster Data (2007–2009) and engineering positions at Oracle, Zambeel, and Trilogy. He holds a B.Tech. in Computer Science from IIT Kanpur and an M.S. in Computer Science from the University of Texas at Austin (Graduate Fellow in the Ph.D. program) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DevRev, Inc. | Chair & CEO | Dec 2020–present | AI/design-led SaaS; founder-operator perspective |
| Nutanix, Inc. | Co‑founder; President; CEO; Chair | President Sep 2009–Feb 2016; CEO & Chair through Dec 2020 | Grew company from start-up to public; scale and governance experience |
| Aster Data Systems (Teradata) | VP/Director of Engineering | Sep 2007–Sep 2009 | Data infrastructure leadership |
| Oracle; Zambeel; Trilogy | Software engineering roles | Not disclosed | Core engineering and product background |
External Roles
| Organization | Role | Public? | Tenure | Committees/Notes |
|---|---|---|---|---|
| Nutanix, Inc. | Chair, Board | Yes | 2009–2020 | Former public company chair; no current committee roles disclosed |
Board Governance
- Independence: Adobe classifies Pandey as an independent director; he is nominated for re‑election as such .
- Committee assignments: Audit Committee member; Adobe’s Audit Committee oversees ERM, cybersecurity/privacy, financial reporting, internal audit, and auditor independence .
- Audit Committee qualifications: The Board determined all Audit Committee members, including Pandey, are “audit committee financial experts” and meet Nasdaq/SEC independence and sophistication requirements .
- Attendance and engagement: In FY2024 the Board met 5 times; Audit met 8; each director attended at least 75% of their meetings, and all 12 directors then serving attended the 2024 Annual Meeting .
- Executive sessions: Independent directors (led by Lead Director) met in executive session 4 times in FY2024 .
- Related‑party transactions: Governance & Sustainability Committee reviews related‑person transactions; none over $120,000 involving any related person were reported since the start of FY2024 .
- Anti‑hedging/pledging: Adobe prohibits pledging, hedging, and short sales of Adobe equity by directors and employees .
| Governance Item | Status / Detail |
|---|---|
| Independence | Independent director |
| Committee | Audit Committee – Member |
| Audit meetings (FY2024) | 8 meetings; Audit covers ERM, cybersecurity, financial reporting |
| Attendance | Each director ≥75% of assigned meetings; all attended 2024 Annual Meeting |
| Audit Committee financial expert | Yes (all members) |
Fixed Compensation (Director)
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | FY2024 policy |
| Committee fees – Audit (Member) | $20,000 | Chair $40,000; Member $20,000 |
| Committee fees – Executive Compensation (Member) | $15,000 | Chair $30,000; Member $15,000 |
| Committee fees – Governance & Sustainability (Member) | $10,000 | Chair $20,000; Member $10,000 |
| Lead Director additional retainer | $60,000 | FY2024 level |
FY2024 actual director compensation for Pandey:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Dheeraj Pandey | $80,000 | $300,327 | $380,327 |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares Granted | Grant‑Date Fair Value/Share | Total Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Apr 17, 2024 | RSUs | 633 | $474.45 | $300,327 | 100% on the day of the next annual meeting, subject to service |
- No stock options were granted to directors in FY2024 .
- Policy update: For FY2025–FY2026, annual director equity grant value increased to $330,000; chair cash retainers for committees increased modestly (Audit chair to $45,000; Exec Comp chair to $35,000; Governance chair to $25,000); other cash elements unchanged .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Other current public boards | None disclosed for Pandey (prior: Nutanix Chair 2009–2020) |
| Compensation committee interlocks | None in FY2024 (no interlocking relationships with other companies) |
Expertise & Qualifications
- Identified skills/attributes include Executive Leadership, Global Leadership, Business Development & Strategy, Operations, Finance/Accounting, Sales/Marketing & Brand, Technologist, and Public Company Board/Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dheeraj Pandey | 5,020 | * (<1%) | Includes 633 RSUs vesting within 60 days |
| Pledging status | — | — | None of the shares beneficially owned by directors/executives are pledged |
Director stock ownership guidelines and compliance:
- Directors must hold 50% of net shares acquired until holdings equal/exceed a value of 10× the annual cash retainer; calculation based on 30‑day average price at year‑end. As of Nov 29, 2024, all non‑employee directors were in compliance .
- Company policy prohibits hedging/pledging of Adobe stock by directors .
Say‑on‑Pay & Shareholder Signals (context for board oversight)
- Say‑on‑pay approval at 2024 Annual Meeting: ~85% of votes cast supported FY2023 NEO pay .
- 2025 Annual Meeting results: stockholders approved Proposals 1–4 (including say‑on‑pay) and did not approve a stockholder “vote on golden parachutes” proposal; final vote counts reported in Form 8‑K (filed Apr 24, 2025) .
Related‑Party Transactions and Conflicts
- Governance & Sustainability Committee reviews related‑person transactions; none over $120,000 involving any related person were reported since the start of FY2024 .
- Policy prohibits hedging/pledging; board maintains majority independence and independent committee membership, reducing conflict risk .
Governance Assessment
-
Strengths:
- Independent director with deep software/AI operating experience; Audit Committee member and deemed audit committee financial expert (robust financial oversight skill set) .
- Strong board hygiene: majority independent board, fully independent committees, anti‑hedging/pledging policy, and no related‑party transactions disclosed for FY2024 .
- Director pay structure aligned with market practice (cash retainer + single annual RSU with one‑year vest); ownership guidelines at 10× retainer with compliance as of Nov 29, 2024 .
- Attendance: each director met ≥75% threshold; independent executive sessions held 4× in FY2024, reflecting active oversight .
- Shareholder context: say‑on‑pay support remained solid (85% in 2024), and 2025 say‑on‑pay passed, indicating no broad compensation governance concern among voters .
-
RED FLAGS:
- None disclosed specific to Pandey: no related‑party transactions; no pledging/hedging; no compensation interlocks .
- Monitoring item for investors: Pandey is a sitting founder‑CEO at DevRev; while no conflict is disclosed, investors often monitor active CEO directors for time/attention considerations (no adverse attendance noted; ≥75% threshold met) .