Autodesk 2011 Annual Report Download - page 26

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from eight to nine members, to allow for the appointment of Lorrie M. Norrington to the Board of Directors. The
Board of Directors (which includes our Chief Executive Officer) utilized the services of a third party search firm
to help it identify, screen, conduct background investigations of, and interview potential director candidates. This
process resulted in the appointment of Lorrie M. Norrington on March 24, 2011.
Attendance at Annual Stockholders Meetings by the Board of Directors
The Company does not have a formal policy regarding attendance by members of the Board of Directors at
the Company’s annual meeting of stockholders. The Company encourages, but does not require, directors to
attend. Six of our then nine directors attended the Company’s 2010 Annual Meeting of Stockholders.
Contacting the Board of Directors
Communications from stockholders to the non-employee directors should be addressed to the non-executive
Chairman as follows: Autodesk, Inc., c/o General Counsel, 111 McInnis Parkway, San Rafael, California 94903,
Attention: Non-Executive Chairman.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Objectives
Our compensation objectives are to enhance long-term stockholder value by:
• rewarding our executive officers for meeting or exceeding the Company’s strategic and financial goals,
and individual performance goals; and
• effectively attracting, retaining and motivating high caliber executive officers who can meaningfully
contribute to the success of our Company and demonstrate leadership for our employees.
These objectives guide the decisions of the Compensation and Human Resources Committee of the Board of
Directors (the “Compensation Committee”) regarding compensation for our executive officers.
In practice, we seek to link compensation to performance and to the long-term interests of our stockholders by:
• ensuring that our executive team has clear goals and accountability with respect to financial and
nonfinancial corporate performance;
• establishing compensation opportunities that are competitive with prevailing practices for our industry,
the stage of our growth, and the dynamic and challenging technology labor markets in which we
operate;
• assessing performance against companywide key metrics as well as individual goals;
• utilizing a combination of plans that balance rewards for annual and longer-term performance,
mitigating potential risk-taking by any one executive; and
• using equity incentive plans, which reward for long-term increases in the value of our stock.
Named Executive Officers
Throughout this proxy statement, the individuals included in the Summary Compensation Table on page 31
are referred to as our “Named Executive Officers.” For fiscal 2011, our Named Executive Officers were:
• Carl Bass, Chief Executive Officer and President
• Mark J. Hawkins, Executive Vice President and Chief Financial Officer
20