Autodesk 2007 Annual Report Download - page 37

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Proxy Materials
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 A. 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 A. Bartz and Carl Bass
in their new roles. These salary changes were effective on May 1, 2006, the date they assumed their
new roles.
• Stock Options Grants for Fiscal 2007
The Committee reviewed levels of annual stock grants for peer group executives in comparable
positions. They reviewed the number of options awarded to each executive officer over the last four
years, as well as the holding value of each executive’s unvested options. Based on this information,
the Committee awarded stock option grants to each executive officer (except Carol A. Bartz and
Carl Bass) that approximated the midpoint for the appropriate stock grant guidelines.
Given her change in role, no grant was made to Carol A. Bartz. The Committee, following
consultation with the full Board, awarded Carl Bass options to purchase 750,000 shares of Autodesk
common stock in light of his promotion to CEO.
• Incentive Awards for Fiscal 2007
In March 2007, the Committee reviewed the Company’s revenue and operating margin performance
for fiscal 2007 and the EIP funding requirements previously approved by the Committee at the
beginning of the fiscal year. They also discussed with the CEO the individual performance during fiscal
2007 of each Named Executive Officer, with the exception of the CEO and the Executive Chairman.
On this basis, the Committee discussed appropriate EIP bonus awards for fiscal 2007 to the
participating Named Executive Officers, except Carl Bass, and determined to award each such
executive approximately 100 percent of his or her target EIP award.
The Committee also reviewed recommendations of the full Board regarding CEO compensation
and incorporated those recommendations into the approved compensation proposals. As a result,
the Committee determined that Mr. Bass had significantly exceeded performance expectations
during his first year as CEO. The Committee in conjunction with the full Board approved an EIP award
of $1,000,000 for Mr. Bass, which is 143% of his target EIP award.
Tax and Accounting Considerations
In designing its compensation programs, the Company has considered tax and accounting
implications, including the following:
• Accounting for Stock-Based Compensation—The Company accounts for stock-based compensation
in accordance with the requirements of FASB Statement 123(R). The company also takes into
consideration FASB Statement 123(R) and other generally accepted accounting principles in
determining changes to policies and practices for its stock-based compensation programs.