Autodesk 2010 Annual Report Download - page 38

Authority for Executive Compensation Decisions
As of the end of fiscal 2010, the Compensation Committee consisted of three independent, nonemployee
directors as defined by the listing standards of The NASDAQ Stock Market: Steven M. West (Chairman), Sean
M. Maloney and Dr. Per-Kristian Halvorsen. Crawford W. Beveridge also served on the Compensation
Committee during fiscal 2010 prior to his resignation from the Compensation Committee in June 2009 in
connection with becoming the Chairman of our Board of Directors.
The Compensation Committee has the authority to approve the objective and structure of our compensation
programs for our executive officers, including Named Executive Officers. The Compensation Committee is
responsible for ensuring that our executive officer compensation programs are effectively designed, implemented
and administered with sound corporate governance practices. The Compensation Committee aligns its decisions
with our overall compensation objectives, and seeks to balance pay with performance and potential compensation
risks to ensure long-term enhancement to our stockholder’s investments. 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 annually reviews and approves compensation for our Chief Executive
Officer (“CEO”) and President 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 determining our CEO’s compensation, the Compensation
Committee solicits input from the full Board of Directors before making final decisions.
In addition, the Board of Directors has delegated to the Compensation Committee authority to grant stock
options, restricted stock units and other equity grants to Autodesk’s executive officers and other employees.
Role of Company Management in Compensation Decisions
The Compensation Committee sets compensation for our executive officers, including our Named Executive
Officers. Certain officers such as our CEO, Senior Vice President of Human Resources and Corporate Real
Estate, the vice president responsible for compensation and benefits, and other employees from our 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 held by executive officers and gains in equity holdings that remain contingent upon subsequent
vesting provisions. However, these individuals 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 other executive officers, including the other Named
Executive Officers, with our Compensation Committee. As part of this review, the CEO recommends salary
adjustments, cash and equity incentive awards, promotions, and other compensation and benefits. The
Compensation Committee reviews these recommendations, but has final authority to set these amounts in its
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 we may use compensation 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
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