Autodesk 2009 Annual Report Download - page 34

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Objective
Our compensation objective is to reward our executive officers for the achievement of the Company’s
strategic and financial 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 practice, we seek to link compensation to performance and to the long-term interests of our stockholders
by
• ensuring that 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, President and Interim Chief Financial
Officer; former Executive Chairman; and former Senior Vice President and Chief Financial Officer during fiscal
2009, as well as the other individuals included in the Summary Compensation Table on page 35, are referred to
as our “Named Executive Officers.” For fiscal 2009, our Named Executive Officers were: Carl Bass, Chief
Executive Officer, President and Interim Chief Financial Officer; Carol A. Bartz, former Executive Chairman;
Alfred J. Castino, former Senior Vice President and Chief Financial Officer; George M. Bado, Executive Vice
President, Sales and Services; and Jan Becker, Senior Vice President, Human Resources and Corporate Real
Estate. In August 2008, Mr. Castino resigned from the Company, and in February 2009, Ms. Bartz resigned from
the Company. In August 2008, Mr. Bass was appointed Interim Chief Financial Officer. On April 27, 2009, Mark
J. Hawkins became Executive Vice President and Chief Financial Officer of the Company, and Mr. Bass resigned
from his position as Interim Chief Financial Officer of the Company. 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
As of the end of fiscal 2009, the Compensation Committee consisted of three independent, nonemployee
directors as defined by the listing standards of The Nasdaq Stock Market: Crawford W. Beveridge (Chairman),
Steven M. West and Dr. Per-Kristian Halvorsen. Former Board member Michael J. Fister also served on the
Compensation Committee during fiscal 2009 prior to his resignation in June 2008.
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. 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.
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