Autodesk 2008 Annual Report Download - page 35

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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Objective
Our compensation objective is to reward our executive officers for the achievement of strategic and
financial corporate goals and individual performance that ultimately enhance stockholder value. This objective
provides the guiding principles for compensation decisions made by the Compensation and Human Resources
Committee of the Board of Directors (the “Compensation Committee”) for our executive officers. Our
compensation objective is intended to effectively attract, retain and motivate the caliber of executive officer who
can meaningfully contribute to the success of our Company and demonstrate leadership for our employees in
what we believe is a competitive and rapidly changing software and technology industry.
In practice, we seek to link compensation to performance and to the long-term interests of our stockholders
by
• ensuring our executive team has clear goals and accountability with respect to financial and
nonfinancial corporate performance;
• establishing compensation opportunities that are competitive based on prevailing practices for the
industry, the stage of our growth, and the dynamic and challenging technology labor markets in which
we operate;
• assessing performance against individual goals within the context of certain key metrics of our overall
operating results; and
• using incentive plans, which reward increases in the value of our stock, thereby creating value for our
stockholders.
Throughout this proxy statement, our Chief Executive Officer, Executive Chairman and Chief Financial
Officer during fiscal year 2008, as well as the other individuals included in the Summary Compensation Table on
page 34, are referred to as our “Named Executive Officers.” The information in this discussion provides
perspective and narrative analysis relating to, and should be read along with, the executive compensation tables
and discussions contained below, beginning on page 33.
Authority for Executive Compensation Decisions
The Compensation Committee is responsible for ensuring that our executive officer compensation programs
are effectively designed, implemented, and administered with sound corporate governance practices and
consistent with our overall compensation objective. The Compensation Committee has the authority to approve
the objective and structure of our compensation programs for our executives, including Named Executive
Officers.
As of the end of our 2008 fiscal year, the Compensation Committee consisted of three independent,
nonemployee directors as defined by the listing standards of The Nasdaq Stock Market: Crawford W. Beveridge
(Chairman), Michael J. Fister and Dr. Per-Kristian Halvorsen. J. Hallam Dawson also served on the
Compensation Committee during our 2008 fiscal year. The Compensation Committee’s charter and additional
information about the Compensation Committee are available at www.autodesk.com under “Investors—
Corporate Governance.” The Compensation Committee reassesses this charter annually and recommends any
proposed changes to the Board of Directors for approval.
The Compensation Committee annually reviews and approves compensation for our CEO, our Executive
Chairman and other executive officers. This includes base salaries, cash incentive awards, equity grants,
employment agreements, severance arrangements, change of control provisions, as well as any other benefits or
compensation arrangements.
21
Proxy Materials