Autodesk 2012 Annual Report Download - page 46

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40
Compensation Committee Report
The Compensation and Human Resources Committee of the Board of Directors has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and,
based on such review and discussions, the Compensation and Human Resources Committee recommended to
the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES
COMMITTEE OF THE BOARD OF DIRECTORS
Steven M. West, Chairman
Per-Kristian Halvorsen
Mary T. McDowell
Summary Compensation Table and Narrative Disclosure
This narrative discussion, as well as the table and footnotes below, provide a summary of our Named
Executive Officers’ compensation for the fiscal years ended January 31, 2012, 2011 and 2010. The Named
Executive Officers are Carl Bass (President and Chief Executive Officer), Mark J. Hawkins (Executive Vice
President and Chief Financial Officer), and the next three most highly compensated individuals who were
serving as executive officers of Autodesk on January 31, 2012, the last day of our most recent fiscal year. For
information on our compensation objectives, see the discussion under the heading “Compensation Discussion
and Analysis.”
Salary—Named Executive Officers are paid a salary which reflects the dollar value of cash base salary
earned by each executive during the relevant fiscal year. We did not provide equity or other non-cash items to
our Named Executive Officers as salary compensation during fiscal 2012, 2011 or 2010.
Bonus—This column represents payments made to our Named Executive Officers for amounts that relate
to signing bonuses, as in the case of Mr. Hawkins who received a sign-on bonus paid in two equal $100,000
installments in each of fiscal years 2010 and 2011, and other miscellaneous payments, like the $950 payment
made to Mr. Bass in recognition of his 10th anniversary of service at Autodesk.
Stock Awards and Option Awards—The value of RSU awards and option awards included in the “Stock
Awards” and “Option Awards” columns of the following table represents the grant date fair value of stock and
option awards granted during the fiscal year. The assumptions used in the valuation of these awards are set forth
in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated Financial
Statements in our fiscal year 2012 Annual Report on Form 10-K filed on March 15, 2012. These amounts do not
correspond to the actual value that will be realized by the Named Executive Officers upon the vesting of RSUs,
the exercise of stock options, or the sale of the Common Stock underlying such awards.
Equity and Non-Equity Incentive Plan Compensation—Non-equity incentive plan compensation
represents amounts earned for services performed during the relevant fiscal year pursuant to our short-term cash
incentive plan for all executive officers shown. Amounts earned under our short-term cash incentive plan are
paid in cash unless a participant elects to defer a portion of the earned amount as RSUs; see note (e) below and
“Compensation Discussion and Analysis,” above for more information on these deferrals. The amounts shown
in the Non-Equity Incentive Plan Compensation column below reflect the total cash amounts awarded and the
amounts shown in the Equity Incentive Plan Compensation column reflect the grant date fair value of RSUs
granted in lieu of cash due to the participant’s decision to defer into RSUs a portion of the total short-term cash
incentive plan (EIP) amount awarded. Cash amounts awarded under the short-term cash incentive plan (EIP) are
awarded and payable in the first quarter of the following fiscal year.
All Other Compensation—This column represents all other compensation for the relevant fiscal year
not reported in the previous columns, such as payment of relocation and temporary housing expenses,
reimbursement of certain tax expenses, Autodesk’s matching contributions to pre-tax savings plans, insurance