Autodesk 2009 Annual Report Download - page 35

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• ensuring that our executive team has clear goals and accountability with respect to financial and
• establishing compensation opportunities that are competitive based on prevailing practices for the
• assessing performance against individual goals within the context of certain key metrics of our overall
• using incentive plans, which reward increases in the value of our stock, thereby creating value for our
The Compensation Committee annually reviews and approves compensation for our Chief Executive
Officer (“CEO”), our Executive Chairman (if one is then serving) and other executive officers. This includes
base salaries, cash incentive awards, equity grants, employment agreements, severance arrangements, change in
control provisions, as well as any other benefits or compensation arrangements.
In addition, the Board of Directors has delegated to the Compensation Committee authority to grant stock
options and other equity grants to Autodesk’s executive officers and other employees.
In determining the CEO’s and the former Executive Chairman’s compensation, the Compensation
Committee solicits input from the full Board of Directors before making final decisions.
Role of Company Management in Compensation Decisions
The Compensation Committee sets compensation for our executive officers, including our Named Executive
Officers. Certain executives such as our CEO, Senior Vice President of Human Resources, Vice President of
Compensation and Benefits, and others from Autodesk’s Human Resources, Finance, and Legal organizations
may assist and support the Compensation Committee by, for example, developing compensation proposals for
Compensation Committee consideration, analyzing competitive compensation information, and providing
analyses of the status of compensation programs such as levels of equity ownership and holding value. However,
these employees do not have decision-making authority in regards to executive officer compensation, and our
CEO is not present during the Compensation Committee’s deliberations or voting on his compensation.
Our CEO annually reviews the performance of our Named Executive Officers, other than himself and the
former Executive Chairman. Our CEO recommends salary adjustments, incentive awards, promotions, and equity
grants for the other Named Executive Officers. The Compensation Committee reviews these recommendations
and may modify them in the Compensation Committee’s discretion.
In all cases, ultimate discretion for the level, type and mix of executive compensation in total and for each
individual executive officer rests with the Compensation Committee.
Use of Outside Consultants
While our Company’s management may use consultants to assist in the evaluation of CEO or executive
officer compensation, the Compensation Committee has the sole authority to retain and terminate its own
compensation consultant as it deems appropriate. The consultant’s role is to provide independent, third-party
advice to assist the Compensation Committee in evaluating and designing our executive compensation policies
and programs. While the consultant reports directly to the Compensation Committee, there is interaction between
the consultant and our management team as part of the process of providing executive compensation data to the
Compensation Committee. In addition, the consultant and members of our management team discuss overall
Company goals and objectives.
The Compensation Committee also has authority to obtain independent advice and assistance from internal
or external legal, accounting, or other advisers.
During fiscal 2009, Company management contracted with the following compensation consulting firms to
inform and assist the Compensation Committee’s decisions on proper level, type and mix of executive
compensation by providing benchmark data.
•Aon’s Radford Executive Survey provided benchmark data and overall practice reports to inform the
Compensation Committee’s decisions on fiscal 2009 base salaries, incentive awards and equity grants
for executive officers.
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