Autodesk 2012 Annual Report Download - page 41

35
Stock Ownership Guidelines for
Executive Officers and Prohibition
on Hedging
The Board believes that stock ownership by executive officers is
important to tie the risks and rewards inherent in stock ownership
of the Company to our executive officers. Consequently, the Board
had adopted guidelines for executive officer stock ownership. During
fiscal 2012, these voluntary ownership guidelines provided that
executive officers are encouraged to hold a fixed number of shares for
each level of executive officer rather than a multiple of salary. This is
intended to create clear guidelines that tie a portion of our executive’s
net worth to the performance of our stock price.
The current stock ownership guidelines are as follows:
Position Ownership Guidelines
Chief Executive Officer . . . . . . . 100,000 shares
Executive Vice President . . . . . . 30,000 shares
Senior Vice President ......... 15,000 shares
These voluntary stock ownership guidelines were applicable only
to those executive officers who are also subject to Section 16 of the
Exchange Act. Our executive officers have four years from either
December 2008 or the promotion to a new, higher-level position,
whichever is later, to achieve the recommended levels of stock
ownership to comply with these voluntary stock ownership guidelines.
The executive can achieve the recommended levels through exercising
vested stock options or by purchasing stock either in the open market
or through the Employee Stock Purchase Plan. For purposes of
achieving the voluntary stock ownership guidelines, both vested and
unvested restricted stock and RSUs are counted towards the voluntary
guidelines.
As of the end of our fiscal 2012, all Named Executive Officers met the
voluntary stock ownership guidelines outlined above.
Commencing in fiscal 2013, the Board adopted mandatory stock
ownership guidelines based on the previously approved guideline
levels and allowed our executives four years from either December
2012 or the promotion to a new, higher-level position, whichever is
later, to achieve the required levels of stock ownership.
Under the Company’s insider trading policy, all employees, including
members of the Board and executive officers, are prohibited from
trading put and call options relating to the Company’s stock, or in
making “short sales” of the Company’s stock.
In fiscal 2012, stock options and RSUs were the only equity grants made to our executive officers. At its
March 2011 meeting, the Compensation Committee reviewed the factors discussed above and awarded options
to the Named Executive Officers based on individual performance and grant values of our peer group for
comparable executive officers. In March 2011, the Compensation Committee also approved grants of RSUs in
connection with the Equity Incentive Deferral Plan described below, for short-term cash incentives awards made
in March 2012, relating to fiscal 2012. Please see “Executive Compensation—Grants of Plan-Based Awards in
fiscal 2012,” below for grants made to our Named Executive Officers during fiscal 2012.
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