Autodesk 2011 Annual Report Download - page 27

• George M. “Ken” Bado, former Executive Vice President, Sales and Services
• Jay Bhatt, Senior Vice President, Architecture, Engineering and Construction
• Pascal W. Di Fronzo, Senior Vice President, General Counsel & Secretary
The information in this discussion provides perspective and narrative analysis relating to, and should be read
along with, the executive compensation tables and discussion contained below, beginning on page 31.
On December 14, 2010, Mr. Bado announced his intention to resign as our Executive Vice President, Sales
and Services. In connection with Mr. Bado’s resignation, we entered into a Separation Agreement (the
“Separation Agreement”) with Mr. Bado on January 28, 2011. A description of the Separation Agreement is
found in “Executive Compensation—Change in Control Arrangements and Employment Agreements,” below.
Summary of Executive Compensation in Fiscal 2011
This summary section is intended to help you understand how we met our compensation objectives
described above during fiscal 2011 by:
• structuring fiscal 2011 executive compensation in light of the macroeconomic environment and
anticipated Company performance;
• paying executive compensation based on financial and other performance during fiscal 2011; and
• establishing and following sound compensation governance practices.
Global economic uncertainty at the beginning of fiscal 2011, the improved economic and market
environment during fiscal 2011 and the positive impact of this environment on our financial performance
affected our Named Executive Officers’ compensation in several ways, as described below.
Executive Compensation Decisions for Fiscal 2011
Our compensation program for fiscal 2011 was established at the beginning of fiscal 2011 during a period of
uncertainty. The global economy appeared to continue to be in recession, and many macroeconomic concerns
remained from the prior year. In addition, the Company had experienced one of its most difficult financial years
during fiscal 2010, and cost controls continued to be a point of Company emphasis. Against this backdrop, our
Compensation Committee took a prudent and conservative approach to setting our Named Executive Officers’
compensation as follows:
• Executive officers’ base salaries, including our Named Executive Officers’ salaries, remained frozen at
fiscal 2010 levels, except Mr. Bhatt. This effectively meant that executive officer salaries were at the
same level as fiscal 2009 since the Company similarly froze salaries from fiscal 2009 to fiscal 2010.
Portions of our Named Executive Officers’ salaries for fiscal 2009 and fiscal 2010 were temporary
reduced by 10%, which is excluded from the levels noted in the preceding sentence.
• Our short-term cash incentive plan (a cash bonus plan known as our Executive Incentive Plan or EIP)
was set to fund at 75% of aggregate employee target payouts if we met our financial plan, and to fund
at 100% (or more) of aggregate employee target payouts only if we meaningfully exceeded our plan.
• Award targets (as a percent of base salary) of our short-term cash incentive plan, were increased to
shift even more focus on achieving financial performance improvement against the annual operating
goals set for the fiscal year, including increased revenue and improved non-GAAP operating margin.
This effectively shifted cash compensation to short term performance based awards rather than salary.
• Executive stock option grants with standard four year vesting were made to aid executive retention and
alignment with shareholder interests. No restricted stock awards were made except in connection with
the short-term cash incentive plan.
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