Autodesk 2012 Annual Report Download - page 30

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• Multi-year Equity Grant Vesting: Equity grants, stock options and restricted stock units (“RSUs”),
typically have vesting periods of three years or more.
• No Executive Benefits and Limited Perquisites: We do not, as a general practice, provide material
benefits or special considerations to our executive officers that we do not provide to other employees.
Compensation Practices and Risk
Our Compensation Committee, in consultation with its independent compensation consultant, Pay
Governance, has reviewed and discussed the concept of risk as it relates to our compensation program and the
Compensation Committee does not believe our compensation program encourages excessive or inappropriate
risk taking for the following reasons:
• Ouruseofdifferenttypesofcompensationvehiclesprovidesabalanceoflongandshort-term
incentives with fixed and variable components.
• OurstockoptionsandRSUstypicallyvestoveramulti-yearperiodofthreeyearsormore,and
our stock options remain exercisable from four to ten years from the date of grant, encouraging
participants to look to long-term appreciation in equity values.
• Themetricsusedtodeterminetheamountofaparticipant’sshort-termcashincentiveunderour
short-term cash incentive plan include Company-wide metrics. These Company-wide metrics include
revenue and operating margin financial measures, which encourages profitable revenue.
• OurCompensationCommitteeretainsdiscretiontomodify,reduceoreliminateshort-termcash
incentives that would otherwise be payable based on actual financial performance.
• Oursystemofinternalcontroloverfinancialreporting,codeofbusinessconduct,andwhistle-blower
program, among other things, reduce the likelihood of manipulation of our financial performance to
enhance payments under our short-term cash incentive plan.
In order to focus our employees on achieving superior annual and long-term performance, we have
structured the compensation mix of our employees so that a meaningful amount of their compensation is
contingent on achieving or surpassing our annual goals and achieving superior returns for our stockholders.
Consideration of 2011 “Say on Pay” Advisory Note
At our 2011 Annual Meeting of Stockholders, over 84% of the votes cast in the advisory vote on executive
compensation which were present and entitled to vote on the matter were in favor of the compensation of our
named executive officers as disclosed in our 2011 proxy statement. In addition, our stockholders also strongly
supported the recommendations of our Board that our stockholders be provided with the opportunity to submit
an advisory vote on the compensation of our named executive officers every year. We believe that the outcome
of these proposals evidences the commitment of our Compensation and Human Resources Committee of
the Board (the “Compensation Committee”) to open dialogue with our stockholders regarding our executive
compensation program, and the Compensation Committee has and will continue to consider these voting results
and stockholder sentiments generally as it formulates and implements an executive compensation program
designed to align the long-term interests of our executive officers with our stockholders. After we reviewed the
results of the 2011 advisory vote, we engaged with our major stockholders to obtain their perspectives on our
executive compensation programs and used the results of those discussions to help us formulate our executive
compensation programs.