Autodesk 2012 Annual Report Download - page 38

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targets set for Mr. Blum’s commission-based cash incentive represented a reasonable but achievable target. As
a result of Mr. Blum exceeding these targets, Mr. Blum’s actual commission-based cash incentive was 101%
above his target and comprised approximately 39% of his overall actual cash compensation. Details of the
amounts paid to Mr. Blum as sales commissions can be found in the table below, as well as in the “Executive
Compensation—Summary Compensation Table and Narrative Disclosure” below.
Target Short-
Term Cash
Incentive
Compensation
Percent of
Target Short-
Term Cash
Incentive
Compensation
Actual Short-
Term Cash
Incentive
Compensation
Percent of
Actual Short-
Term Cash
Incentive
Compensation
Sales commissions - revenue . . . . . . . . . . . . . . . . . $262,500 70.0% $265,254 67.6%
Sales commissions - operating margin. . . . . . . . . . 37,500 10.0% 37,500 9.5%
Short-term cash incentive plan (EIP) . . . . . . . . . . . 75,000 20.0% 90,000 22.9%
$375,000 100.0%$392,754 100.0%
Long-term Incentives—Equity-based Compensation
In determining actual grants of stock options and RSUs to executive officers, the Compensation Committee
considers several factors, including the unvested option and RSU position of each executive officer, the value of
those options and RSUs compared to other Company executive officers, the mix of incentives between options
and restricted stock units, competitive pay practices within our peer group and the individual performance of the
executive officer.
As described above, we have seen a dramatic shift in the practices of our peer companies to significantly
greater use of RSUs. As the design of our 2008 Employee Stock Plan, as amended and restated (“2008 Employee
Stock Plan”) hindered our ability to effectively use equity awards to meet our compensation objectives by
severely limiting our ability to use RSUs, we sought additional flexibility in the design of our stock plan to
ensure that our equity compensation plans accomplished our goals to attract, retain and motivate our employees,
management and non-employee directors under changing economic conditions and competitive practices.
To keep in line with our peer group, with the approval of our stockholders, the Board approved a new 2012
Employee Stock Plan and 2012 Outside Directors’ Stock Plan in January 2012, which provides for a fungible
share design feature, whereby both stock options and RSUs can be employed as attraction, incentive and
retention tools. This fungible design allocates granted RSUs as 1.79 shares against our available stock pool, in
recognition of the greater value provided by RSUs vs. stock options.
The Compensation Committee uses “new hire,” “promotion,” and “ongoing” stock grant guidelines in
determining the appropriate size of grants. The stock grant guidelines reflect the range of typical competitive
practices of our peer group. The Compensation Committee has authority to exceed these guidelines within the
limits prescribed under the stock plan approved by stockholders. Our 2008 Employee Stock Plan limited any
individual option grant to 1,500,000 shares and any restricted stock grant (including RSUs) to 300,000 shares,
except grants to individuals in their first fiscal year of service. In that case, the limit is 3,000,000 shares for an
option grant, and 600,000 shares for a restricted stock awards (including RSUs). Our stockholders approved our
new equity plan on January 6, 2012 (“2012 Employee Stock Plan”) which increases the limits on any restricted
stock grant (including RSUs) to 750,000 shares, except grants to individuals in their first fiscal year of service.
In that case, the limit is 1,500,000 shares for a restricted stock awards (including RSUs). No options, restricted
stock or RSUs were issued under the 2012 Employee Stock Plan in fiscal 2012.
All equity grants to executive officers are made by the Compensation Committee. Approval of annual equity
grants for executive officers occur at regularly scheduled quarterly meetings of the Compensation Committee.
Historically, the Compensation Committee has approved equity grants to newly-hired executive officers
at its first quarterly meeting following the executive officer’s hire date, although the Compensation Committee
may also approve equity grants to newly-hired executive officers at the Compensation Committee meeting at