Autodesk 2007 Annual Report Download - page 212

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Stock ownership guidelines are as follows:
Position Ownership Guidelines
Executive Chairman/Board Member . . . . . . . . . . . . . . . . 5,000 shares
CEO ............................................. 5 times base salary
CFO ............................................. 2 times base salary
Senior Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 times base salary
The stock ownership guidelines are applicable only to those executive officers who are also subject
to Section 16 of the Securities Exchange Act of 1934. The guidelines apply so that the executive has four
years from adoption of the guidelines in December 2004 or assumption of a new, higher-level position
to achieve the recommended levels of stock ownership, whichever is later. The executive can achieve the
recommended levels through converting vested stock options or by purchasing stock either in the open
market or through the Employee Stock Purchase Plan. Only stock that is owned outright is applied toward
meeting the guidelines.
The Committee monitors progress toward achievement of these guidelines on at least an annual
basis. At their last review in December 2006, all outside members of the Board of Directors and Carol
Bartz, George Bado and Al Castino had met the ownership guidelines.
Compensation and Human Resources Committee Operations and Decision Making
The Committee held eight meetings during fiscal 2007. Compensation decisions on base salaries,
incentive targets, and stock option grants for executive officers were made at the March 2006 Committee
meeting, which was the first Committee meeting following the close of the fiscal year and public disclosure
of our fiscal 2006 financial results. The Committee also met in March 2007, at which time decisions on the
actual incentive awards for fiscal 2007 were made. These decisions are described below.
• Market Compensation Analysis
Management presented for Committee review competitive compensation data for key executives
at peer group companies (described in “Benchmarking of Compensation” on page 134). The Committee
reviewed Company performance relative to our peer group, as well as base salary, bonus, and stock
grant information, which then informed their decisions regarding executive officer compensation.
Compensation for executives is targeted at the median or 50th percentile of the peer group. The
fiscal 2007 analysis indicated that our executive officer pay was generally below that of the peer
group. Following fiscal 2008 salary adjustments for our executive officer salaries are in line with our
target for executive officer compensation within the 50th percentile of our peer group.
• Base Salaries for Fiscal 2007
Management presented to the Committee the proposed fiscal 2007 executive base salary ranges
and base salary adjustments for certain Company officers, excluding Carol Bartz and Carl Bass, to
be effective April 1, 2006. The Committee discussed both the proposed fiscal 2007 salary ranges
and individual executive officer’s current salary levels relative to the competitive benchmark salary
information. They reviewed proposed salary adjustments based on skill and experience level, as well
as the individual’s fiscal 2006 performance and position in the salary range. As appropriate, the
Committee also reviewed longer-term strategies for monitoring and adjusting individuals’ pay over
time relative to market. The Committee approved individual salary adjustments in the range of 4
percent to 6 percent for each executive officer other than Carol Bartz and Carl Bass.
Based on discussion of experience and benchmark compensation information, as well as input
from the full Board, the Committee also determined the salary levels for Carol Bartz and Carl Bass
in their new roles. These salary changes were effective on May 1, 2006, the date they assumed their
new roles.