Autodesk 2007 Annual Report Download - page 29

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Proxy Materials
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.
The Company contracted with several compensation consulting firms during the 2007 fiscal year that
provided education and information to the Committee:
• Management used information from Aon’s Radford Executive Survey to provide benchmark data
and overall practices reports to inform the Committee’s decisions on fiscal 2007 base salaries,
incentive awards and stock grants for executive officers.
• VenturePay Group’s Executive Compensation Dashboard Report provided benchmark compensation
information based on a detailed analysis of recently filed proxies from companies in Autodesk’s Peer
Group (see Benchmarking of Compensation below). This was an additional source of information
used to inform the Committee’s decisions on fiscal 2007 base salaries, incentive awards and stock
grants for executive officers.
• Mercer Consulting presented information to the Committee in June 2006 regarding statutory,
accounting, and tax issues related to executive post-retirement medical plans. This information was
used to inform the Committee’s position in considering potential provisions in certain executive
employment agreements.
• Compensia provided education material to the Committee in December 2006 on regulatory
trends affecting executive compensation and has provided on-going support and guidance on SEC
compensation disclosure requirements.
Benchmarking of Compensation
To ensure that Autodesk’s base salaries, target incentive awards, and stock grants for executive
officers are competitive, the Committee uses the independent third-party executive compensation surveys
mentioned earlier that report on the compensation practices of a group of companies in our industry as
well as competitors for executive talent (collectively, the “peer group”). For fiscal 2007, the companies in
this peer group were Adobe, BEA Systems, BMC Software, Cadence Design Systems, eBay Electronic Arts,
Google, Intuit, Network Appliance, Siebel Systems, Symantec, Synopsys and Yahoo.