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Management and incentives

Adobe Inc. ADBE

Three-pass checked

Adobe paid Shantanu Narayen $51.2 million for fiscal 2025, and over 90% of his target package was equity graded on two things: the new subscription dollars Adobe adds each year, and whether the stock beats the Nasdaq 100 over three calendar years. The stock half paid 41% and then 45% in the two most recent closed cycles and all three open windows sit underwater, so the pay now rides on the subscription number alone, which points to price increases, paid AI tiers and free-to-paid conversion rather than deals, because the plan strips acquisitions out.

Key data

CEO namedShantanu Narayen, chair and CEO, retiring as CEO Dec 1, 2026 to Executive Chair
SuccessorAnil Chakravarthy, president and CEO effective Dec 1, 2026
CEO target paySalary $1.5M · target cash incentive $3.0M · target equity $45.5M
Equity split70% performance shares / 30% time-based RSUs
Performance share weights50% relative stockholder return over 3 calendar years · 50% net new sales in three 1-year windows
Payout rangesCash 0% to 155% of target · performance shares 0% to 200% of target
FY2025 outcomeCash 104%, $3.12M · FY2025 net new sales slice 99% · 2023 cycle overall 83%
Latest paceQ3 FY2026 revenue $6.76B, up 13% · total recurring revenue $27.50B · FY2026 ending growth guided 10.2% against 11.5% delivered in FY2025
Say-on-pay50.7% of votes cast in favor, Apr 15, 2026 · 148,837,167 for, 144,993,886 against
Filing anchorDEF 14A filed Feb 27, 2026 · FY2025 10-K Jan 15, 2026 · Q2 FY2026 10-Q Jun 15, 2026 · Q3 results 8-K Sep 10, 2026

ADBE · price with moving averages

Daily · 6MWeekly · 3Y
$160$287$415$542$670 Oct '23May '24Dec '24Jul '25Feb '26Oct '26 Bid Cap
EMAs82140

Source: market data.

What the plan pays for

ElementWeightWhat it means in plain wordsRange
RevenueGate, in a matrix with earningsTotal money billed and recognized in the yearBoth gates must clear 95% of target or the cash pays zero
Non-GAAP diluted earnings per shareGate, in a matrix with revenueProfit per share after adding back the cost of the stock Adobe pays its own people, $4.62 of the $20.94 reported for FY2025Financial result 0% to 130%
Strategic performance adjustmentUp to 25 points either wayThe committee's own hand on the dial, applied after the formulaCash capped at 155% of target
Relative stockholder return50% of performance sharesWhere Adobe's three-year stock return ranks against the Nasdaq 1000% below the 25th percentile, 38% at the 25th, 100% at the 55th, 158% at the 75th, 200% at the 90th, capped at 100% if the absolute return is negative
Net new sales50% of performance shares, in three annual slices of 16.67%New recurring subscription dollars added in the year, with acquisitions and currency swings removedFY2025 slice: 0% at 94.4% of target, 75% at 100%, 100% at 104%, 150% at 109.5%, 200% at 112.3%
Time-based RSUs30% of CEO equityShares for staying, vesting 6.25% each quarter over four yearsNot performance graded

There are no individual goals. Deleting that bucket for fiscal 2025 cut the cash maximum from 200% to 155% and pushed the package further onto equity. The two equity gates tell the operator to add recurring revenue organically and to out-rank ninety-odd large technology companies on share price. Only the first is his to control.

What it has paid

Fiscal yearRevenue bar for 100% performanceRevenue actualEarnings barEarnings actualCash payoutNet new sales barNet new sales actualSlice payout
2023not disclosed$19.4Bnot disclosed$16.07100%$2.17B$2.34B133%
2024$21.4B$21.5B$17.80$18.4298%$2.34B$2.53B132%
2025$23.4B$23.8B$20.35$20.94104%$2.43B$2.52B99%
2026not disclosedopennot disclosedopenopennot disclosedopenopen
CycleReturn windowStart 90-day averageWhere it endedPercentile rankReturn payoutCycle overall
2021 programthrough Dec 1, 2023not disclosedbelow the 55th percentilenot disclosedsingle metric83%
2022 programCY2022 to CY2024$625.83$494.83, minus 21%26th of 9641%79%
2023 programCY2023 to CY2025$319.83$339.85, plus 6%28th of 9645%83%
2024 programCY2024 to CY2026$577.65open, $251.59 spot, minus 56%openopenopen
2025 programCY2025 to CY2027$494.83open, $251.59 spot, minus 49%openopenopen
2026 programCY2026 to CY2028$339.85open, $251.59 spot, minus 26%openopenopen

The cash bars are real. Revenue and earnings targets rose about ten percent above the prior year's actual in each of the last two years, and clearing only Adobe's own guidance midpoint pays 95%, not 100%. The equity bar is a different animal. The fiscal 2025 net new sales target sat 3.8% below what the company had already delivered, while the curve tightened so anything under 94.4% of target paid nothing. Same dollars in, a third less stock out: $2.53B paid 132% in fiscal 2024 and $2.52B paid 99% in fiscal 2025. Every live return window sits 26% to 56% under its start, so the negative-return cap binds all three and the 25th-percentile floor is the live risk, not the 55th-percentile target. The April pay vote carried by four million votes of 294 million cast.

What happens next

Capacity is not the constraint. On $10.0B of fiscal 2025 operating cash flow Adobe spent $11.3B on its own shares, added $25B of fresh repurchase authority in April 2026, and guides the diluted count to roughly 389 million this quarter against 427 million last year. What capacity cannot buy is the metric. Net new sales removes material acquisitions, so the $1.87B Semrush purchase that closed in April 2026, carrying about $480M of recurring revenue, comes back out of the number that pays. Consensus is no help: the street's $26.61B and $24.48 for fiscal 2026 sit inside company guidance, and the fiscal 2025 bar was that midpoint, so the bar and the street are one number.

MoveWhy the plan pays for itWhat to watch
Price and packagingA seat moved to a paid AI tier lands in recurring revenue with no new customerCreative Cloud Pro and Acrobat named as growth drivers in the 10-Q while user counts stay flat
Free-to-paid conversionSame metric, cheapest funnel, named by the interim finance chief on Sep 10Business Professionals and Consumers subscription revenue against the $1.93B to $1.95B Q4 target
Share repurchaseSupports earnings per share and the price the return gate grades9.5 million shares bought in Q3, with $26.78B of authority left through April 2030
Announcement flowMoves the price without spending capitalWhether AI-first recurring revenue, said to have grown over 150%, is ever given a dollar denominator
The discretionary dial25 points either way, no formulaTook six points off the fiscal 2025 cash, and can as easily add them during a handoff

Narayen announced his transition on March 9, 2026 and hands the seat over December 1, yet his January 2026 grant of 106,672 target shares, his largest ever, runs on goals through fiscal 2028 someone else has to hit. A plan outliving the operator it was written for is an old story in software. The tape underneath is clean. Narayen sold 75,000 trust shares on April 28 near $243.50, about $18.3M, footnoted as tax and estate planning, not under a pre-set selling plan, seven weeks after his exit was public. No other officer disposed of more than 3,000 shares in twelve months, the rest is tax withholding on vesting, and director David Ricks put $1.9M of his own money into 10,000 shares at $194.51 on June 25.

Closing thoughts

Adobe pays its chief executive to add subscription dollars and to beat the Nasdaq 100, and only the first can still pay him. The scorecard runs through one number just as that number decelerates, and the person who must deliver it is not the person the plan was built around. If those dollars grow in fiscal 2027 the plan works as written. If not, the committee's 25-point dial is what is left.

Methodology

Sector frame: Application software; the plan grades revenue, non-GAAP diluted earnings per share, ending annualized recurring revenue growth and three-year relative stockholder return; deliberately omitted are valuation multiples, moat durability and any view on the security, which belong to Back of Napkin and Moat Dive.

Data gaps: fiscal 2026 revenue and earnings-per-share bonus targets are not disclosed, the Jan 27, 2026 8-K stating only the 95% threshold with dollar targets due in the 2027 proxy; the fiscal 2026 net new sales target is not disclosed in that same 8-K; the fiscal 2023 revenue and earnings targets were never published in the 2024 proxy, which referenced an exhibit matrix instead.

Bundle: state/ADBE_context.json · Filing anchor: DEF 14A (filed Feb 27, 2026).

Sources: Adobe DEF 14A filed Feb 27, 2026, Feb 28, 2025 and Mar 1, 2024; Form 10-K for fiscal 2025 filed Jan 15, 2026; Form 10-Q for the quarter ended May 29, 2026 filed Jun 15, 2026; Forms 8-K dated Dec 11, 2024, Jan 27, 2026, Mar 12, 2026, Apr 21, 2026, Jul 17, 2026, Sep 8, 2026 and Sep 10, 2026; 67 Forms 4 filed between Sep 17, 2025 and Aug 17, 2026, parsed from raw XML; share price and consensus estimates from stockanalysis.com, Sep 16, 2026.

Fact check: every pay figure, target, attainment and payout percentage was read from the named SEC filing this run; insider transaction codes, share counts, prices and the absence of a Rule 10b5-1 flag were verified in the raw Form 4 XML; the say-on-pay percentage, the equity share of target pay, the open return windows measured against spot rather than the plan's 90-day average, and the plan-basis recurring revenue read are arithmetic on disclosed inputs and are labeled as computed in the text.

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