Kathleen Oberg
ADOBEAbout Kathleen Oberg
Kathleen Oberg, 64, is an independent director of Adobe and currently serves as Chief Financial Officer and Executive Vice President, Development at Marriott International; she joined Adobe’s board in January 2019 and is designated as an audit committee financial expert under SEC rules . She holds a B.S. in Commerce (Finance/MIS) from the University of Virginia and an MBA from Stanford Graduate School of Business, and brings deep finance, reporting, and global operational experience to Adobe’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | CFO & EVP, Development | Feb 2023–present | Leads strategic growth of lodging brands; senior finance leadership |
| Marriott International | CFO & EVP | Jan 2016–Feb 2023 | Company-wide financial leadership and capital allocation |
| Ritz-Carlton (Marriott subsidiary) | CFO | 2013–Jan 2016 | Subsidiary financial leadership |
| Marriott International | SVP, Corporate Development Finance | 2008–2013 | M&A and development finance leadership |
| Marriott International | SVP, International Project Finance & Asset Mgmt (EMEA) | 2006–2008 | Senior finance executive for EMEA region |
| Marriott International | Investor Relations | 1999–mid-2000s | Investor communications and financial disclosure |
| Prior employers | Sodexo; Sallie Mae Bank; Goldman Sachs; Chase Manhattan Bank | Pre-1999 | Various finance leadership positions |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| Marriott International | CFO & EVP, Development | Yes (MAR) | Executive management; no board role disclosed |
| Other Public Company Boards | — | None | — |
Board Governance
- Committee assignments: Audit Committee Chair; Governance & Sustainability Committee member .
- Independence: Board affirmatively determined Oberg is independent; Adobe has 10 of 11 independent directors .
- Audit financial expert: All Audit Committee members, including the Chair, are “audit committee financial experts” per SEC rules .
- Attendance: Board held 5 meetings; Audit 8; Governance 4; each director attended at least 75% of meetings of the Board and committees on which they served in FY2024 .
- Executive sessions: Independent directors met in executive session 4 times in FY2024 under Lead Director oversight .
- Audit oversight scope: ERM, cybersecurity/privacy, internal controls, financial reporting, and auditor oversight (KPMG) .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 60,000 | Board retainer |
| Audit Committee chair fee | 40,000 | Chair premium |
| Governance & Sustainability Committee member fee | 10,000 | Member fee |
| Total cash fees (reported) | 110,000 | Per Director Compensation table |
- No meeting fees disclosed; compensation policy is mix of cash and equity, reviewed biennially and benchmarked vs peer group .
Performance Compensation
| Equity Award | Grant date | RSUs (#) | Per-share fair value ($) | Vesting |
|---|---|---|---|---|
| Annual RSU grant (FY2024) | Apr 17, 2024 | 633 | 474.45 | 100% vests at next annual meeting, subject to service |
- FY2025–FY2026 policy: annual equity value increased to $330,000; committee chair cash retainers increased (+$5,000 each), vesting remains 100% at next annual meeting .
- Deferred Compensation Plan allows directors to defer 5–100% of cash fees and 100% of RSUs into plan investment options; several directors deferred in FY2024 .
Adobe does not use performance-based equity (PSUs/options) for directors; director equity is time-based RSUs with no options granted in FY2024 .
Other Directorships & Interlocks
| Item | Status | Evidence |
|---|---|---|
| Current public company boards | None | “Other Public Company Boards: None” |
| Compensation committee interlocks | None | No interlocking relationships in FY2024 |
| Related-party transactions (Item 404) | None >$120,000 since FY2024 start | Governance & Sustainability Committee oversight; none reported |
Expertise & Qualifications
- Finance/accounting, financial reporting, capital markets, audit processes and internal controls; designated audit committee financial expert .
- Global leadership and operations experience across EMEA and corporate development .
- Education: B.S. Commerce (UVA McIntire); MBA (Stanford GSB) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 4,350 (includes 633 RSUs issuable within 60 days) |
| Percent of class | Less than 1% |
| Unvested director RSUs outstanding | 633 (FY2024 grant) |
| Stock ownership guidelines (directors) | Hold 50% of net shares until value = 10× annual retainer; all directors in compliance as of Nov 29, 2024 |
| Hedging/pledging policy | Prohibits pledging, hedging, short sales for all directors/employees |
| Pledged shares | None for directors/executives |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair with SEC “financial expert” designation; robust ERM/cybersecurity oversight; no related‑party transactions; no interlocks; compliance with stringent ownership and anti‑hedging/pledging policies .
- Engagement/attendance: Board/committee cadence and ≥75% attendance threshold met; independent director executive sessions held quarterly under Lead Director .
- Director pay alignment: Majority of compensation in equity (FY2024: $300,327 equity, $110,000 cash), consistent with market and long‑term alignment; no options granted to directors .
- Change‑of‑control (CoC): Director RSUs accelerate upon CoC immediately prior to effective date, subject to consummation—standard practice but can be viewed as a potential misalignment if not carefully sized; Adobe’s equity plan includes clawbacks and governance safeguards .
- Shareholder feedback: Say‑on‑pay support ~85% in 2024; ongoing investor engagement >40% of outstanding shares—signals broader confidence in compensation governance .
Overall, Oberg’s profile signals high board effectiveness in financial oversight and risk management with low conflict risk (no related‑party transactions or other public boards), and strong alignment via equity-based director pay and ownership rules .