Autodesk 2006 Annual Report Download - page 38

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REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE
OF THE BOARD OF DIRECTORS
The Compensation and Human Resources Committee of the Board of Directors is comprised of three non-
employee directors. Members of this Committee are required to meet the “independent director” requirements
of the listing standards of The Nasdaq Stock Market, the “non-employee director” requirements of Rule 16b-3
promulgated under Section 16 of the Securities Exchange Act of 1934 and the “outside director” requirements
of Section 162(m) of the Internal Revenue Code of 1986. The Compensation and Human Resources Committee
consists of Crawford W. Beveridge, Chairman, J. Hallam Dawson and Michael J. Fister.
The purpose of the Compensation and Human Resources Committee is to protect stockholder interests and
promote stockholder value by ensuring the Company has programs in place to attract, retain and develop a highly
effective management team and to discharge the Board’s responsibilities relating to certain compensation
matters of the Company.
Specifically, the Compensation and Human Resources Committee is responsible for approving the
philosophy and structure of the policies and programs that determine the compensation of our executive officers.
The Compensation and Human Resources Committee sets base cash compensation and bonus compensation
on an annual basis for the Chief Executive Officer and other executive officers of Autodesk and, in addition, has
exclusive authority to grant stock options to executive officers. The Compensation and Human Resources
Committee considers both internal data, including financial and non-financial corporate goals and individual
performance, as well as data from outside compensation consultants and independent executive compensation
data from comparable high technology companies, in determining executive officers’ compensation.
The Compensation and Human Resources Committee also reviews Autodesk’s executive and leadership
development policies, practices and plans to ensure that they support the Company’s ability to retain and develop
the superior executive and leadership talent required to deliver against the Company’s short term and long term
business strategies.
Compensation Philosophy
Autodesk operates in an extremely competitive and rapidly changing high technology industry. When
creating policies and making decisions concerning executive compensation, the Compensation and Human
Resources Committee strives to:
•ensure that the executive team has clear goals and accountability with respect to financial and non-
financial corporate performance;
•establish pay opportunities that are competitive based on prevailing practices for the industry, the
stage of growth of Autodesk and the dynamic and challenging high technology labor markets in which
Autodesk operates;
•independently assess the Company’s operating results on a regular basis as our expected performance
relates to incentive compensation targets; and
•align pay incentives with the long-term interests of our stockholders.
The Compensation and Human Resources Committee’s actions for the fiscal year ended January 31, 2006,
were influenced by improving general economic conditions, as well as Autodesk’s improved performance
during the year.
Compensation Program
Autodesk’s executive compensation program has three major components, all of which are intended to
attract, retain and motivate highly effective executives:
1. Base salary for executive officers is set annually by reviewing the competitive pay practices of comparable
high technology companies. Local, national and, for international executives, foreign compensation data are
examined and taken into account, along withthe skills and performance of the individual and the needs of Autodesk.
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