Scott Belsky
ADOBEAbout Scott Belsky
Chief Strategy Officer and EVP, Design and Emerging Products (Named Executive Officer) through his resignation effective March 15, 2025; led strategy, incubation, and cross-cloud design initiatives, relaunching Adobe Ventures and launching the Incubator program (e.g., Project Concept, Project Neo) . Adobe delivered FY2024 revenue of $21.51B (+11% y/y) and GAAP diluted EPS of $12.36, with stockholder say‑on‑pay support of ~85% at the 2024 annual meeting, underscoring pay‑for‑performance alignment . Executive pay design ties 60% of average non‑CEO NEO target total direct compensation to performance and ~94% is at‑risk, with performance share programs balanced 50% Relative TSR vs. Nasdaq‑100 and 50% Net New Sales, vesting only after three years .
Past Roles
Not separately enumerated in the 2025 DEF 14A beyond current title; highlights below reflect disclosed responsibilities and achievements.
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adobe | Chief Strategy Officer and EVP, Design and Emerging Products | – through Mar 15, 2025 | Advanced company strategy across products and design; relaunched Adobe Ventures; launched Incubator (Project Concept, Project Neo) |
External Roles
No external directorships or outside roles for Scott Belsky are disclosed in the 2025 DEF 14A.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 691,346 | 720,673 | 725,000 |
| Target Bonus (% of Salary) | – | – | 100% (all non‑CEO NEOs) |
| Actual Cash Incentive ($) | 656,518 | 720,536 | 710,500 (98% of target) |
Performance Compensation
Annual Cash Incentive (FY2024 design and outcomes)
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Financial Result (Revenue) | Gating | $21.40B at 100% funding | $21.51B | 100% |
| Corporate Financial Result (Non‑GAAP EPS) | Gating | $17.80 at 100% funding | $18.42 | 100% |
| Strategic Performance Adjustment | +/- up to 25 pts | – | -2 pts (FX exclusion) | -2 pts |
| Individual Performance Result | Applies to each NEO | – | 100% | 100% |
| Resulting Corporate x Individual | – | – | – | 98% payout; Belsky earned $710,500 on $725,000 target |
Notes:
- For FY2025, threshold raises to 95% for both gating metrics and individual component is eliminated (max payout reduced to 155%) to increase objectivity .
Long-Term Incentives (Performance Share Programs)
Design: 50% Relative TSR vs. Nasdaq‑100 (3‑yr), 50% Net New Sales (annual for 3 years), with all earned shares vesting only after full 3‑year period .
Results:
- 2022 PSP overall payout: 79% (Relative TSR 41% payout; Net New Sales: FY22 86%, FY23 133%, FY24 132%) .
- 2024 PSP (Year 1 progress): Net New Sales attainment 107.8% → 132% payout for the FY2024 tranche; Relative TSR for 2024 PSP is in‑progress .
Belsky – Select earned/credited shares (subject to 3‑yr vesting schedule):
| Program/Tranche | Metric | Target (#) | Earned (#) | Notes |
|---|---|---|---|---|
| 2022 PSP (CY2022–2024) | Relative TSR (50%) | 4,847 | 1,987 | 41% payout; vested Jan 24, 2025 |
| 2024 PSP (FY2024 tranche) | Net New Sales (16.67%) | 1,527 | 2,015 | 132% payout; vests Jan 24, 2027 |
Grant levels (FY2024 awards set Jan 24, 2024):
| Award | Target Value ($) | PSP Target (#) | PSP Max (#) | RSU (#) |
|---|---|---|---|---|
| FY2024 Equity (Belsky) | 11,000,000 | 9,159 | 18,318 | 9,159 |
Accounting detail (reportable segments in FY2024):
| Program | Threshold (#) | Target (#) | Max (#) |
|---|---|---|---|
| 2024 PSP (accounting‑reportable portion) | 1,984 | 6,107 | 12,214 |
RSU vesting schedule: time‑based RSUs vest 6.25% quarterly over four years; PSPs vest after full three‑year period following certification .
Summary Compensation (reported)
| Component ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 691,346 | 720,673 | 725,000 |
| Stock Awards (grant‑date fair value) | 8,502,393 | 11,102,323 | 12,227,829 |
| Non‑Equity Incentive (Annual Cash) | 656,518 | 720,536 | 710,500 |
| All Other Compensation | 9,504 | 10,254 | 10,704 |
| Total | 9,859,761 | 12,553,786 | 13,674,033 |
Equity Ownership & Alignment
- Beneficial ownership: 18,334 shares as of Feb 21, 2025; note indicates resignation effective Mar 15, 2025 . Ownership ≈0.0042% of 434,897,366 shares outstanding (18,334 ÷ 434,897,366) . None of the shares beneficially owned by executives/directors are pledged .
- Ownership guidelines: EVP minimum 10x base salary; all NEOs in compliance as of Nov 29, 2024 .
- Anti‑hedging/anti‑pledging: Company policy prohibits pledging, hedging, short sales .
Outstanding equity (as of Nov 29, 2024; figures reflect $515.93/share):
| Grant/Type | Unvested/Earned Status | Shares (#) | Market/Payout Value ($) |
|---|---|---|---|
| 1/24/2022 RSUs | Unvested | 3,030 | 1,563,268 |
| 1/24/2022 PSP (Net New Sales earned) | Earned; vested 1/24/2025 | 5,669 | 2,924,807 |
| 1/24/2022 PSP (Relative TSR unearned at FYE’24) | Unearned (assumed at target for table); ultimately certified 41% | 4,847 | 2,500,713 |
| 1/24/2023 RSUs | Unvested | 8,963 | 4,624,281 |
| 1/24/2023 PSP (Net New Sales earned FY23+FY24) | Earned; vest 1/24/2026 | 7,036 | 3,630,083 |
| 1/24/2024 RSUs | Unvested | 7,442 | 3,839,551 |
| 1/24/2024 PSP (FY2024 Net New Sales earned) | Earned; vest 1/24/2027 | 2,015 | 1,039,599 |
| 1/24/2024 PSP (TSR + FY2025/26 Net New Sales unearned) | Unearned | 7,844 | 4,046,955 |
| Stock options | – | 0 | No stock options outstanding |
Employment Terms
- Employment status: At‑will; Belsky resigned effective March 15, 2025 .
- Change‑of‑Control (CoC) protections (double‑trigger for NEOs): if terminated without cause or resign for good reason within 3 months prior/12 months after a qualifying CoC, NEOs receive 24 months salary + target bonus, 18 months COBRA premium, and full acceleration of outstanding equity (performance shares to the extent credited at CoC) . No excise tax gross‑ups; payments reduced if beneficial to after‑tax economics .
- Estimated CoC payments (assuming event on Nov 29, 2024 and qualifying termination): Target bonus $725,000; cash severance $2,900,000; accelerated performance awards $17,947,141; accelerated RSUs $10,269,587; COBRA PV $58,494; total $31,900,222 .
- Clawbacks: SOX 304; SEC/Nasdaq Rule 10D‑1 compliant policy (restatements) and supplemental misconduct‑related clawback (covers incentive and time‑based equity for prior 3 years) .
Compensation Structure Analysis
- Cash vs. equity mix: For non‑CEO NEOs, compensation is heavily equity‑based (~89% target TDC equity; ~60% performance‑based; ~94% at‑risk), reinforcing alignment with long‑term outcomes .
- Equity vehicles: No stock options; mix is 50% performance shares and 50% RSUs for non‑CEO/non‑President NEOs; PSPs vest after 3 years; RSUs vest quarterly over 4 years .
- Rigor/trend: 2024 cash plan funded at 98% (downward strategic adjustment); 2022 PSP paid 79% overall as Relative TSR underperformed (41% payout), despite strong Net New Sales outcomes, evidencing downside when relative returns lag . For 2025, thresholds tightened (95%) and individual component removed, reducing max payout to 155% and increasing formulaic linkage to financials .
- Peer framework and governance: Formal peer group used (e.g., Alphabet, Amazon, Apple, Microsoft, NVIDIA, Salesforce, ServiceNow, Workday, etc.); no SSAR/options, no evergreen, no dividends on unvested awards; compensation committee uses independent consultant; say‑on‑pay ~85% support in 2024 .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~85% in 2024; ongoing investor outreach informs program changes (e.g., 2025 cash plan revisions) .
Equity Plan & Dilution Context (for overhang/burn‑rate awareness)
- Company‑level equity plan guardrails and share pool; no repricing without shareholder approval; no dividends on unvested awards .
Investment Implications
- Alignment: High portion of at‑risk, multi‑year equity tied to absolute (Net New Sales) and relative (TSR) performance, robust clawbacks, stringent anti‑hedging/pledging, and demanding ownership guidelines (10x salary for EVP) support long‑term alignment .
- Retention risk realized: Belsky’s resignation effective March 15, 2025 introduces transition risk across strategy/design/incubation; some unvested equity likely forfeited absent negotiated terms, potentially reducing future selling overhang but removing an experienced operator in AI‑first product incubation .
- Pay‑for‑performance signal: 2024 annual payout at 98% and 2022 PSP at 79% reflect disciplined goal‑setting and downside exposure when relative returns lag peers, while 2024 Net New Sales outperformance (132%) highlights execution against growth vectors in Digital Media/Experience .
- CoC economics: Standard double‑trigger construct (2x cash, 18 months COBRA, equity acceleration as credited) with no tax gross‑ups is shareholder‑friendly relative to broader market norms; quantified CoC exposure for Belsky totaled ~$31.9M at FY2024 share prices .
All data above is sourced from Adobe’s 2025 DEF 14A proxy statement (filed Feb 28, 2025).