Autodesk 2009 Annual Report Download - page 61

Compensation of Directors
During fiscal 2009, our non-employee directors were eligible to receive the annual compensation set forth
below:
Member of the Board of Directors ........................................... $75,000
Lead Director ............................................................ anadditional $ 25,000
Chair of the Audit Committee ............................................... anadditional $ 25,000
Chair of the Compensation and Human Resources Committee ..................... anadditional $ 20,000
Chair of the Corporate Governance and Nominating Committee .................... anadditional $ 10,000
In connection with the March 12, 2009 appointment of Crawford W. Beveridge as non-executive Chairman
of the Company, an annual retainer of an additional $65,000 was approved by the Company’s Board of Directors
for the position of non-executive Chairman.
No later than December 31 of the year prior to a director’s re-election to the Board of Directors, each
director may elect to receive up to fifty percent of their annual fee in cash, with the balance paid in the form of
restricted stock issued at a rate of $1.20 worth of stock for each $1.00 of cash compensation foregone. The
restricted stock is issued on the date of the annual meeting of stockholders and vests on the date of the annual
meeting of stockholders in the following year, provided that the recipient is a director on such date. If elected,
cash compensation is accrued monthly and paid quarterly, in arrears. For fiscal 2009, all of the non-employee
directors except Mr. West and Ms. Nelson elected to receive 100 percent of their annual fees as restricted stock;
Mr. West and Ms. Nelson elected to receive 50 percent of their annual fees as restricted stock.
Additionally, the Company’s 2000 Directors’ Option Plan provides for the automatic grant of nonstatutory
stock options to our non-employee directors. Upon being elected or appointed to our Board of Directors, each
non-employee director is granted an option to purchase 50,000 shares of our Common Stock, with subsequent
annual option grants of 20,000 shares of our Common Stock. The exercise price of options granted under the
2000 Directors’ Option Plan is equal to the fair value of our Common Stock on the date of grant. Options granted
under the 2000 Directors’ Option Plan upon election or appointment vest over a three-year period; subsequent
annual option grants vest over a one-year period.
The table below presents information concerning the compensation paid or accrued by us to each of our
non-employee directors for the fiscal year ended January 31, 2009. Ms. Bartz and Mr. Bass, who during the fiscal
year ended January 31, 2009 were our employees, did not receive additional compensation for their services as
directors. Ms. Bartz resigned from the Board of Directors effective February 17, 2009.
Name (a)
Fees Earned or
Paid in Cash
($) (b)
Stock
Awards
($) (c)
Option
Awards
($) (c)
Total
($)
Mark A. Bertelsen .................................... $37,500 $57,573 $234,252 $329,325
Crawford W. Beveridge ................................ 54,792 84,834 234,252 373,878
J. Hallam Dawson .................................... 47,917 72,142 234,252 354,311
Michael J. Fister ..................................... 15,625 21,864 — 37,489
Per-Kristian Halvorsen ................................ 42,500 65,239 234,252 341,991
Sean M. Maloney ..................................... 53,125 57,584 374,037 484,746
Elizabeth A. Nelson ................................... 53,125 57,584 374,037 484,746
Charles J. Robel ...................................... 60,417 47,620 382,486 490,523
Larry W. Wangberg ................................... 15,625 21,864 — 37,489
Steven M. West ...................................... 53,125 34,555 382,486 470,166
(a) Mr. Fister and Mr. Wangberg did not seek re-election to the Board of Directors at the 2008 Annual Meeting
held on June 12, 2008, and ceased to be directors on that date. Mr. Bertelsen has announced that he is
retiring from the Board of Directors and will not seek re-election at the 2009 Annual Meeting.
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