Autodesk 2014 Annual Report Download - page 45

Proxy Materials
39
Officers. Specifically, the Committee granted equity
awards to the Named Executive Officers in the following
amounts:
Named Executive
Officer
Target Number of Shares Subject to PSU
Award (#)
Number of Shares Subject to RSU
Award (#)
Carl Bass 126,000 84,000
Mark J. Hawkins 19,000 19,000
Jan Becker 13,000 13,000
Steve M. Blum 12,500
12,500
Pascal W. Di Fronzo 13,000 13,000
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The PSU awards are based on a plan that was adopted
following our extensive stockholder outreach. The design
of the PSU awards aligns with areas identified by
stockholders as being of most critical importance, namely
relative TSR, multi-year measurement, and comparison of
Autodesk performance to that of other companies. The
actual number of shares earned will vary, as described
below.
The PSU awards provide for the grant of a maximum
number of shares that will be paid out in Common Stock if
applicable performance criteria are met. The performance
criteria are based upon annual revenue and non-GAAP
operating margin goals adopted by the Committee (the
“Annual Financial Results”), as well as TSR compared
against the S&P Computer Software Select Index
(“Relative TSR”). Specifically, Annual Financial Results
for the relevant performance period could result in PSU
attainment, subject to the Relative TSR modifier, of 0%-
150% of target. Once that Annual Financial Results
percentage is established, it is multiplied by a percentage
ranging from 80%-120%, depending on Autodesk’s
Relative TSR performance for the period. Ultimately,
PSUs could be earned from 0%-180% of target.
Each PSU award has three tranches, which potentially can
vest over a three-year period:
• Up to one third of the PSUs may vest following year
three, depending upon the achievement of Annual
Financial Results for year three as well as 3-year
Relative TSR (covering years one, two and three).
• Up to one third of the PSUs may vest following year
two, depending upon the achievement of Annual
Financial Results for year two as well as 2-year
Relative TSR (covering years one and two).
• Up to one third of the PSUs may vest following year
one, depending upon the achievement of Annual
Financial Results for year one as well as 1-year
Relative TSR (covering year one).
The Committee established the fully funded target levels
for the revenue performance measure at $2,471 million and
the target level for the non-GAAP operating margin
performance measure at 27%.
In February 2014, based upon a review of Autodesk’s
performance in fiscal 2014, which ended January 31, 2014,
and 1-year Relative TSR (subsequent tranches of this grant
are based on 2 and 3 year TSR), the Committee certified
the attainment level for the first tranche of the PSU awards
granted in March 2013 at 65.8% of target. Based on this
performance, the PSU awards were earned as follows:
Named Executive Officer
Target Number of
Shares Subject to Year 1
of PSU Award (#)
Actual Number of
Shares Earned
Pursuant to Year 1
of PSU Award (#)
Carl Bass(1) 79,340 52,205
Mark J. Hawkins 6,460 4,250
Jan Becker 4,420 2,908
Steve M. Blum 4,250
2,796
Pascal W. Di Fronzo 4,420 2,908
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