Autodesk 2012 Annual Report Download - page 59

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Compensation of Directors
During fiscal 2012, our non-employee directors were eligible to receive the annual compensation set
forth below:
Member of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $75,000
Non-executive Chairman of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . an additional $65,000
Chair of the Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . an additional $25,000
Chair of the Compensation and Human Resources Committee . . . . . . . . . . . . . . . . . . . . . an additional $20,000
Chair of the Corporate Governance and Nominating Committee . . . . . . . . . . . . . . . . . . . . an additional $10,000
The annual compensation cycle for non-employee directors begins on the date of the annual stockholders’
meeting and ends on the date of the next annual stockholders meeting (“Directors’ Compensation Cycle”).
Director compensation in the tables below represents the portion of annual compensation with respect to service
during Autodesk’s fiscal year 2012. No later than December 31 of the year prior to a director’s re-election to
the Board, each director may elect to receive up to 50 percent of their annual fee in cash, with the balance
paid in the form of restricted stock issued at a rate of $1.20 worth of stock for each $1.00 of cash compensation
foregone. The restricted stock is issued at the beginning of the Directors’ Compensation Cycle on the date of
the annual meeting of stockholders and vests on the date of the annual meeting of stockholders in the following
year, provided that the recipient is a director on such date. For the period from June 11, 2010 through June 16,
2011, all of our non-employee directors, except Mr. Robel, Ms. McDowell and Mr. West, elected to convert
100 percent of the cash portion of their annual fees to restricted stock; Ms. McDowell and Mr. West elected to
receive 50 percent of their annual fees in cash; Mr. Robel elected to receive 40 percent of his annual fees in cash.
For the period from June 16, 2011 through June 7, 2012, all of our non-employee directors, except Mr. Robel,
Mr. Beveridge, Ms. McDowell, and Mr. West, elected to convert 100 percent of the cash portion of their annual
fees to restricted stock; Mr. Beveridge, Ms. McDowell, and Mr. West elected to receive 50 percent of their
annual fees in cash; Mr. Robel elected to receive 40 percent of his annual fees in cash. Accordingly, the amounts
above reflect actual fees earned in cash by Mr. Robel, Mr. Beveridge, Ms. McDowell, and Mr. West during
fiscal 2012. If elected, cash compensation is accrued monthly and paid quarterly, in arrears.
During fiscal 2012, the Company’s 2010 Outside Directors’ Stock Plan provided for the automatic grant of
nonstatutory stock options to our non-employee directors. Upon being elected or appointed to our Board, each
non-employee director is granted an option to purchase 50,000 shares of our Common Stock, with subsequent
annual option grants of 20,000 shares of our Common Stock. The exercise price of options granted under the
2010 Outside Directors’ Stock Plan was equal to the fair value of our Common Stock on the date of grant.
Options granted under the 2010 Outside Directors’ Stock Plan upon election or appointment vest over a three-
year period; subsequent annual option grants vest over a one-year period. Going forward, the Company’s 2012
Outside Directors’ Stock Plan provides for the automatic grant of RSUs to our non-employee directors. Upon
being elected or appointed to our Board, each non-employee director is provided an initial grant of 12,400
RSUs, with subsequent annual grants of 8,300 RSUs. The RSUs granted under the 2012 Outside Directors’
Stock Plan upon election or appointment vest over a three-year period; subsequent annual option grants vest over
a one-year period.
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