Autodesk 2007 Annual Report Download - page 28

14
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
Our compensation philosophy provides the guiding principles for decisions made by the Compensation
and Human Resources Committee of the Board of Directors (the “Committee”) for our executive officers.
Autodesk operates in the competitive and rapidly changing software and technology industry. In the area
of executive compensation, Autodesk strives to link pay to performance and to the long-term interests of
shareholders by
• Ensuring that the executive team has clear goals and accountability with respect to financial and
nonfinancial corporate performance
• Establishing pay opportunities that are competitive based on prevailing practices for the industry,
the stage of growth of Autodesk, and the dynamic and challenging technology labor markets in
which Autodesk operates
• Assessing performance against individual goals within the context of the Company’s overall
operating results
• Aligning pay incentives with the long-term interests of our shareholders.
Throughout this Proxy Statement, 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 27,
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.