Frank Calderoni
ADOBEAbout Frank Calderoni
Frank Calderoni, 67, is Adobe’s independent Lead Director, serving on the Board since May 2012 and currently chairing the Governance and Sustainability Committee. He is a former CEO of Velocity Global (Apr 2023–Aug 2024) and Anaplan (Chair/CEO until Jun 2022), and previously served as EVP, Operations & CFO at Red Hat (Jun 2015–Dec 2016) and EVP & CFO at Cisco (2008–Jan 2015), with earlier CFO roles at QLogic and SanDisk and a 21-year career at IBM. He holds a B.S. in Accounting and Finance from Fordham University and an MBA in Finance from Pace University, bringing deep finance, audit, and global operating expertise to Adobe’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velocity Global | Chief Executive Officer | Apr 2023–Aug 2024 | CEO leadership in global talent solutions |
| Anaplan, Inc. | Chair and Chief Executive Officer | Jan 2017–Jun 2022 | Led growth and governance as public company Chair/CEO |
| Red Hat, Inc. | EVP, Operations & Chief Financial Officer | Jun 2015–Dec 2016 | Finance operations oversight at enterprise open source leader |
| Cisco Systems, Inc. | Executive Advisor | Until Jun 2015 | Strategic finance advisory |
| Cisco Systems, Inc. | EVP & Chief Financial Officer | 2008–Jan 2015 | Managed financial strategy and operations at global scale |
| QLogic Corporation | SVP & Chief Financial Officer | Pre-2004 (joined Cisco from QLogic in 2004) | Storage networking CFO experience |
| SanDisk Corporation | SVP, Finance & Administration; Chief Financial Officer | Prior to QLogic | Flash storage CFO experience |
| IBM | Vice President; division controller roles | 21 years | Financial controls and global operations experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Anaplan, Inc. | Chair, Board of Directors (public company) | 2017–2022 |
Board Governance
- Role: Lead Director; independent; chair, Governance and Sustainability Committee; not on Audit or Executive Compensation Committees .
- Executive sessions/engagement: Led four independent director executive sessions in FY2024; frequently attended Audit and Executive Compensation meetings; at times joined investor meetings as part of stockholder outreach .
- Independence: Board determined Calderoni and 10 of 11 director nominees are independent; all committee members are independent .
- Related-party oversight: As chair of Governance & Sustainability, he oversees director independence and reviews/approves related-person transactions; Adobe reported no related-person transactions >$120,000 since the beginning of FY2024 .
| Board/Committee | FY2024 Meetings Held |
|---|---|
| Board | 5 |
| Audit Committee | 8 |
| Executive Compensation Committee | 7 |
| Governance & Sustainability Committee | 4 |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Director annual cash retainer | 60,000 | Policy (FY2023–2024) |
| Lead Director additional retainer | 60,000 | Increased by $10,000 vs prior years |
| Governance & Sustainability Committee Chair fee | 20,000 | Chair fee per policy |
| Fees Earned or Paid in Cash (Calderoni) | 140,000 | Paid quarterly; Calderoni elected to defer 100% of cash fees |
| Stock Awards (grant date fair value) | 300,327 | RSU value; Calderoni elected to defer 100% of RSUs |
| Total (Calderoni) | 440,327 | FY2024 director compensation total |
Policy changes effective FY2025–FY2026:
- Annual equity award increased to $330,000; committee chair retainers increased to $45,000 (Audit), $35,000 (Executive Compensation), $25,000 (Governance & Sustainability); cash retainers otherwise unchanged .
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| FY2024 RSU annual grant (per non-employee director) | 633 RSUs granted Apr 17, 2024; grant date fair value $474.45/share; 633 unvested RSUs outstanding at FY2024 year-end |
| Vesting | 100% on the next annual meeting, subject to continued service |
| Change-of-control | Unvested RSUs vest in full immediately prior to effective date, subject to consummation |
| Options | None granted to directors in FY2024 |
| Performance metrics | None disclosed for director equity; awards are time-based RSUs |
Other Directorships & Interlocks
- Current other public company boards for Calderoni: None disclosed; prior Anaplan Chair (2017–2022) .
- Adobe reports no related-person transactions >$120,000 since the beginning of FY2024; G&S Committee (chaired by Calderoni) reviews related-person transactions and director independence .
Expertise & Qualifications
- Financial and audit expertise: Former public-company CFO (Cisco, Red Hat), deep knowledge of accounting principles, financial reporting, audit procedures; global leadership and business acumen .
- Lead Director responsibilities: Presides at meetings without Chair/CEO; calls executive sessions; sets agendas/materials with Chair/CEO; administers CEO/Chair performance evaluation with Comp Committee Chair; engages with significant stockholders .
- Board attributes: Finance/Accounting, Executive/Global Leadership, Operations, Sales/Marketing & Brand Management, Legal/Regulatory, Public company governance .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Feb 21, 2025) | 31,817 shares; <1% of class |
| Unvested RSUs (FY2024 year-end) | 633 RSUs |
| Pledging/Hedging | None of directors’/executives’ shares pledged; company policy prohibits pledging/hedging/short sales |
| Director stock ownership guidelines | Must hold 50% of net shares until holdings equal ≥10× annual retainer; all non-employee directors in compliance as of Nov 29, 2024 |
Governance Assessment
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Strengths
- Independent Lead Director with substantial CFO/CEO experience; active in executive sessions and investor engagement, providing robust independent oversight of Chair/CEO and Board affairs .
- Chairs Governance & Sustainability; oversees director independence, related-person transactions, and ESG oversight—Adobe reports no related-party transactions above threshold in FY2024 .
- Alignment policies: strict anti-pledging/hedging; director ownership guidelines (≥10× annual retainer) with compliance affirmed; RSU deferral option used by Calderoni (100% of cash fees and RSUs deferred in FY2024), signaling long-term alignment .
- Compensation governance: Comp Committee fully independent; uses independent consultant; say-on-pay approval ~85% in 2024, indicating acceptable investor support for compensation practices .
-
Watch items
- Equity compensation escalation: annual director RSU value increased to $315,000 in FY2023–2024 and to $330,000 for FY2025–2026; chair retainers increased—monitor pay inflation versus peer market and workload justification .
- Change-of-control acceleration for director RSUs could be viewed as shareholder-unfriendly by some investors, though common in market practice .
- Director equity grants are time-based (no performance metrics), which may reduce pay-for-performance linkage for directors; however, directors’ roles typically emphasize independence and oversight over operational performance incentives .
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Overall view
- Calderoni’s long tenure, finance expertise, and Lead Director role support Board effectiveness and investor confidence. Absence of related-party exposure, strict trading policies, and ownership guideline compliance mitigate conflict-risk signals. Continued monitoring of compensation levels and equity acceleration terms is warranted in a large-cap governance context .