Autodesk 2010 Annual Report Download - page 33

The Compensation and Human Resources Committee reviews compensation and benefits for our executive
officers and has authority to grant stock options and restricted stock to executive officers and non-executive
employees under our stock plans. Because options are granted automatically to non-employee directors under the
non-discretionary 2010 Outside Directors’ Stock Plan, the Compensation and Human Resources Committee
consists solely of non-employee directors ineligible to participate in the Company’s discretionary employee stock
programs. See “Executive Compensation—Compensation Discussion and Analysis” below for a description of
Autodesk’s processes and procedures for the consideration and determination of executive compensation.
The Compensation and Human Resources Committee held ten meetings during fiscal 2010. The
Compensation and Human Resources Committee has adopted a written charter approved by the Board of
Directors, which is available on the Company’s website at www.autodesk.com under “Investors—Corporate
Governance.”
On April 20, 2010, on the recommendation of the Corporate Governance and Nominating Committee, the
Board of Directors approved the following appointments to the Compensation and Human Resources Committee:
Steven M. West (Chairman), Per-Kristian Halvorsen and Mary T. McDowell. These appointments will be
effective on June 10, 2010, the date of the Company’s 2010 Annual Meeting of Stockholders.
The “Compensation Committee Report” is included in this proxy statement on page 44.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee currently consists of Per-Kristian Halvorsen
(Chairman) and Crawford W. Beveridge, each of whom qualifies as an independent director under the listing
standards of The NASDAQ Stock Market.
The Corporate Governance and Nominating Committee is responsible for the development of general
criteria regarding the qualifications and selection of members of the Board of Directors and recommending
candidates for election to the Board of Directors. The Corporate Governance and Nominating Committee is also
responsible for developing overall governance guidelines, overseeing the performance of the Board of Directors
and reviewing and making recommendations regarding director composition and the mandates of Board of
Directors committees. The Corporate Governance and Nominating Committee will consider recommendations of
candidates for the Board of Directors submitted by stockholders of the Company; for more information, see
“Corporate Governance—Nominating Process for Recommending Candidates for Election to the Board of
Directors.”
The Corporate Governance and Nominating Committee held three meetings during fiscal 2010. The
Corporate Governance and Nominating Committee has adopted a written charter approved by the Board of
Directors, which is available on the Company’s website at www.autodesk.com under “Investors—Corporate
Governance.”
On April 20, 2010, on the recommendation of the Corporate Governance and Nominating Committee, the
Board of Directors approved the following appointments to the Corporate Governance and Nominating
Committee: Per-Kristian Halvorsen (Chairman), Crawford W. Beveridge and Sean M. Maloney. These
appointments will be effective on June 10, 2010, the date of the Company’s 2010 Annual Meeting of
Stockholders.
Evaluation Committee
The Evaluation Committee consisted of Sean M. Maloney and Steven M. West, each of whom qualifies as
an independent director under the listing standards of The NASDAQ Stock Market.
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