Autodesk 2010 Annual Report Download - page 52

Please see “Executive Compensation—Change in Control Arrangements and Employment Agreements,”
below for more information regarding the Executive Change in Control Program and potential payments in
connection with terminations occurring after a change in control.
Compensation Committee Report
The Compensation and Human Resources Committee of the Board of Directors has reviewed and discussed
the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and,
based on such review and discussions, the Compensation and Human Resources Committee recommended to the
Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES
COMMITTEE OF THE BOARD OF DIRECTORS
Steven M. West, Chairman
Per-Kristian Halvorsen
Sean M. Maloney
Compensation Practices and Risk
Our Compensation Committee, in consultation with Towers Watson, has reviewed and discussed the
concept of risk as it relates to our compensation program and the Committee does not believe our compensation
program encourages excessive or inappropriate risk taking for the following reasons:
• Our use of different types of compensation vehicles that provide a balance of long and short-term
incentives with fixed and variable components.
• Our stock options and restricted stock units typically vest over a multi-year period, and our stock
options remain exercisable from four to seven years from the date of grant, encouraging participants to
look to long-term appreciation in equity values.
• The metrics used to determine the amount of a participant’s bonus under our incentive bonus plan
included Company-wide metrics. These Company-wide metrics include revenue and operating margin
financial measures, which encourages profitable revenue.
• Our Compensation Committee retains discretion to modify, reduce or to eliminate incentive bonuses
that would otherwise be payable based on actual financial performance.
• Our system of internal control over financial reporting, code of business conduct, and whistle-blower
program, among other things, reduce the likelihood of manipulation of our financial performance to
enhance payments under our incentive bonus plans.
In order to focus our employees on achieving superior annual and long-term performance, we have
structured the compensation mix of our employees so that a meaningful amount of their compensation is
contingent on achieving or surpassing our annual goals and achieving superior returns for our stockholders.
Summary Compensation Table and Narrative Disclosure
This narrative discussion, as well as the table and footnotes below, provide a summary of our Named
Executive Officers’ compensation for the fiscal years ended January 31, 2010, 2009 and 2008. The Named
Executive Officers are Carl Bass (Chief Executive Officer and President), Mark J. Hawkins (Executive Vice
President and Chief Financial Officer), and the next three most highly compensated individuals who were serving
as executive officers of Autodesk on January 31, 2010, the last day of our most recent fiscal year. For
information on our compensation objectives, see the discussion under the heading “Compensation Discussion
and Analysis.”
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