Autodesk 2012 Annual Report Download - page 20

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14
Executive Compensation Decisions for Fiscal 2012
Our compensation program for fiscal 2012 was established at the beginning of fiscal 2012 during a period
of relative strength for our stock price. While the global economy appeared to continue to be in recession, and
many macroeconomic concerns remained from the prior year, our stock performance and overall financial
performance was strong through the first two quarters of fiscal 2012. Against this backdrop, our Named
Executive Officers’ base salaries were increased an average of 8%; our short-term cash incentive plan was
set to fund at 100% of aggregate employee target payouts if we met our revenue growth and operating margin
financial plan, and to fund at 100% (or more, of aggregate employee target payouts only if we meaningfully
exceeded our plan; and executive officers received a balanced combination of stock options and time-based
restricted stock units. For fiscal 2012, 89% of our Named Executive Officers’ total compensation was
performance-based.
Compensation Governance Practices
A number of fundamental elements of our compensation programs support our overall philosophy, which in
practice is reflected in a number of our programs and practices, such as:
• paying-for-performance;
• amixofshort-andlong-termfocusedcompensation;
• meaningfulstockownershipguidelines;
• prohibitingexecutiveofficersfrom“hedgingtransactions”withAutodeskstock;
• theCompensationCommittee’sengagementofitsownindependentcompensationconsultant;
• achangeincontrolprogramforourexecutiveofficersthatrequiresbothachangeincontrolofthe
Company and termination of employment (“double trigger”) before any payments are made and does
not provide any “gross-ups;” and
• astrongriskmanagementprogram.
We believe that the information we have provided above and within the Executive Compensation section
of this proxy statement demonstrates that our executive compensation program was designed appropriately and
is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term
value creation. We believe that our stock price performance over the last three years is reflective of long-
term value creation and, accordingly, we ask our stockholders to vote “FOR” the following resolution at the
Annual Meeting:
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY
(NON-BINDING) VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION. THE
AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES PRESENT AND
ENTITLED TO VOTE IS NECESSARY FOR APPROVAL.