Spencer Neumann
ADOBEAbout Spencer Neumann
Spencer Neumann (age 55) has served as an independent director of Adobe since January 2022. He is Chief Financial Officer of Netflix and previously held senior finance roles at Activision Blizzard and The Walt Disney Company. Neumann holds a B.A. in Economics and an M.B.A. from Harvard University, and is recognized for deep financial, accounting, and reporting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Netflix, Inc. | Chief Financial Officer | Jan 2019–present | Public-company CFO with global financial oversight; SEC reporting and controls |
| Activision Blizzard, Inc. | Chief Financial Officer | Jun 2017–Jan 2019 | Led finance for global gaming company |
| Walt Disney Parks & Resorts | CFO and EVP, Global Guest Experience | 2012–2017 | Oversaw finance and global operations; strong internal control environment |
| Providence Equity Partners; Summit Partners | Investment roles | Prior to Disney | Investor/operator perspective |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Netflix, Inc. | Chief Financial Officer | Not a director; no board committees disclosed |
| Other public company boards | — | None (Neumann lists “Other Public Company Boards: None”) |
Board Governance
- Independence: Independent director; Board majority independent; Neumann is listed among independent directors .
- Committees: Audit Committee member; Adobe designates all Audit members as “audit committee financial experts” under SEC rules .
- Audit Committee activity: 8 meetings in FY2024; Board met 5 times; Executive Compensation 7; Governance & Sustainability 4 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in FY2024 .
- Board leadership and engagement: Independent Lead Director (Frank Calderoni); independent directors held four executive sessions in FY2024 .
- Stockholder engagement: Board and management regularly engage; ~85% Say‑on‑Pay support in 2024 (for NEOs) indicates general investor alignment with compensation philosophy .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual base retainer (cash) | $60,000 | Paid quarterly; deferrable under Deferred Compensation Plan |
| Audit Committee member fee (cash) | $20,000 | Member (not Chair) |
| Total cash fees | $80,000 | Neumann elected to defer 100% of cash fees |
| Chair fees | N/A | Audit Chair is Kathleen Oberg; not applicable to Neumann |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Grant-date Fair Value (USD) | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Apr 17, 2024 | 633 RSUs | $300,327 | Vest 100% at next annual meeting; time-based only | None; directors do not receive performance-based equity |
- Policy trend: FY2025–FY2026 director equity award value increased to $330,000; chair cash retainers modestly increased; committee member fees unchanged .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | None |
| Compensation Committee interlocks | None disclosed for Adobe; no officer/director interlocks with other issuers in FY2024 |
| Related party transactions | None >$120,000 since FY2024; Governance & Sustainability Committee reviews and approves any related-person transactions |
Expertise & Qualifications
- Audit committee financial expert; satisfies Nasdaq financial sophistication; deep accounting and reporting knowledge .
- Finance/Accounting, Operations, Executive leadership experience; public-company governance exposure as CFO .
Equity Ownership
| Element | Detail |
|---|---|
| Unvested RSUs outstanding (FY2024 year-end) | 633 RSUs |
| Deferred compensation elections | Deferred 100% of cash fees for FY2024; did not elect to defer RSUs (only certain peers deferred RSUs) |
| Stock ownership guidelines | Must hold 50% of net shares until holdings equal 10× annual retainer; all non-employee directors were in compliance as of Nov 29, 2024 |
| Pledging/Hedging | Prohibited under Insider Trading Policy (pledging, hedging, short sales) |
Governance Assessment
- Strengths: Independent status; Audit Committee membership with designated financial expert status; broad CFO experience; cash fee deferral indicates long-term alignment; robust stock ownership rules and anti-hedging/pledging policy; consistent meeting attendance (≥75%) .
- Compensation balance: Cash ($80k) plus time-based RSUs ($300k grant-date value) is standard for large-cap peers; FY2025–2026 policy modestly increases equity value, maintaining mix aligned with market .
- Conflicts/related-party exposure: None disclosed; Governance & Sustainability Committee oversees and approves related-person transactions; no such transactions reported since FY2024 .
- External role consideration: As Netflix CFO, workload and sector proximity are notable but no Adobe-related transactions disclosed; committee independence and financial expertise mitigate conflict risk .
- Investor signals: Multiple institutional N-PX filings show votes FOR Neumann’s election at Adobe’s April 22, 2025 meeting, reflecting broad shareholder support (examples: ECAT, GOF, SPXX, TY, MCN records list “FOR” for Spencer Neumann) .
RED FLAGS: None disclosed on related-party transactions, pledging/hedging, or compensation interlocks . Attendance meets policy threshold (≥75%) . Director equity is time-based RSUs (no repricing or option grants) .