8-KLeadership ChangesExhibits & Filings

ADOBE INC. 8-K Report, Executive Changes (Jan 27, 2017)

Filed January 27, 2017For Securities:ADBE

Summary

Adobe Inc. (ADBE) filed an 8-K on January 27, 2017, reporting two key events. Firstly, the departure of Richard Rowley as Corporate Controller and Chief Accounting Officer, with CFO Mark Garrett stepping in as interim principal accounting officer while the company searches for a replacement. This marks the end of Mr. Rowley's ten-year tenure. Secondly, the filing details the approval and implementation of the 2017 Performance Share Program and the 2017 Executive Annual Incentive Plan. The Performance Share Program is designed to align executive compensation with long-term stockholder value creation, specifically through a three-year relative Total Stockholder Return (TSR) metric compared to the NASDAQ 100 Index. The Incentive Plan, on the other hand, focuses on rewarding executives for achieving annual objectives, with bonuses tied to a combination of corporate performance (financial metrics like ARR and Bookings, and customer retention) and individual performance. Both programs are structured to incentivize performance and retention of key talent.

Key Highlights

  • 1Richard Rowley, Corporate Controller and Chief Accounting Officer, retired after 10 years of service.
  • 2Mark Garrett, CFO, will serve as interim principal accounting officer.
  • 3Adobe approved the 2017 Performance Share Program, linked to a three-year relative Total Stockholder Return (TSR) against the NASDAQ 100.
  • 4The Performance Share Program aims to align executive interests with stockholders and act as a retention tool.
  • 5The 2017 Executive Annual Incentive Plan was also approved, focusing on annual performance goals.
  • 6Annual incentive bonuses are contingent on achieving at least 90% of the FY17 GAAP revenue target.
  • 7Executive compensation under both programs is designed to drive stockholder value and retain key employees.

Frequently Asked Questions

Richard Rowley has retired from his position as Corporate Controller and Chief Accounting Officer after ten years of service.

Mark Garrett, Executive Vice President and Chief Financial Officer, will serve as the interim principal accounting officer while Adobe conducts its search for a permanent replacement.

The 2017 Performance Share Program links a portion of executive pay to a three-year relative Total Stockholder Return (TSR) compared to the NASDAQ 100 Index. The 2017 Executive Annual Incentive Plan ties bonuses to annual corporate performance (revenue, bookings, customer retention) and individual performance, with a minimum threshold of 90% of the fiscal year 2017 GAAP revenue target required to be met for any bonuses to be paid.

The key metric is relative Total Stockholder Return (TSR) over a three-year period (fiscal years 2017-2019), measured against the TSR of companies within the NASDAQ 100 Index. Performance shares can be earned between 0% and 200% of the target award, depending on Adobe's relative TSR rank, with specific conditions and caps, including a cap if Adobe has negative absolute TSR.