Autodesk 2007 Annual Report Download - page 204

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Throughout Part III of this Annual Report on Form 10-K, the Company’s chief executive officer
and chief financial officer during fiscal 2007, as well as the other individuals included in the Summary
Compensation Table on page 157, are referred to as the “Named Executive Officers.”
Compensation and Human Resources Committee
The Committee is responsible for ensuring that the executive compensation programs are effectively
designed, implemented, and administered with sound corporate governance practices. The Committee
has authority to approve the philosophy and structure of the compensation programs for executives and,
as deemed appropriate for other Company employees.
The Committee consists of three independent, nonemployee directors as defined by the listing
standards of the NASDAQ stock market: Crawford W. Beveridge (Chairman), J. Hallam Dawson, and
Michael J. Fister. The charter as well as more details about the Committee are available at www.autodesk.
com (About Us—Investors—Corporate Governance). The Committee reassesses this charter annually and
recommends any proposed changes to the Board for approval.
The Committee annually reviews and approves compensation for the CEO and the executive officers of
the Company. This includes base salaries, incentive awards, stock option grants, employment agreements,
severance arrangements, change in control provisions, as well as any other benefits or compensation
arrangements.
In addition, the Autodesk Board of Directors has delegated to the Committee exclusive authority to
grant stock options to Autodesk’s executive officers and other employees.
Role of Executives in Compensation Decisions
The Committee sets compensation for the CEO and the executive officers of the Company. In
determining the CEO’s compensation, the Committee solicits input from the full Board of Directors before
making final decisions.
Certain executives such as the CEO, the Senior Vice President of Human Resources, the Vice President
of Compensation and Benefits, and others from Autodesk’s Finance, Legal, and Investor Relations
organizations (hereafter referred to as Management) may assist and support the Committee. They may
develop compensation proposals for Committee consideration, analyze competitive compensation
information, and provide analyses of the status of compensation programs such as levels of stock
ownership, the holding value or the hypothetical gain from the unvested shares if exercised at various
prices,—and so forth. However, they do not have decision-making authority in regards to executive officer
compensation.
The CEO annually reviews the performance of the Named Executive Officers, other than the Executive
Chairman whose performance, along with that of the CEO, is reviewed by the Committee. The CEO
recommends salary adjustments, incentive awards, promotions, and stock option grants. The Committee
reviews these recommendations and modifies them as necessary.
Use of Outside Consultants
While the Company may use consultants to assist in the evaluation of CEO or executive officer
compensation, the Committee has the sole authority to retain and terminate its own compensation
consultant, as it sees fit. The Committee also has authority to obtain advice and assistance from internal
or external legal, accounting, or other advisers.