Autodesk 2011 Annual Report Download - page 30

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. The
Compensation Committee’s charter and additional information about the Compensation Committee are available
at www.autodesk.com under “Investors—Corporate Governance.”
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, short-term cash incentives 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 management 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 consultant as it deems appropriate. The compensation consultant’s role is to provide independent
third-party advice to assist the Compensation Committee in evaluating and designing our executive
compensation policies and programs. While the compensation consultant reports directly to the Compensation
Committee, there is interaction between the compensation consultant and our employees as part of the process of
providing executive compensation data to the Compensation Committee. In addition, the compensation
consultant and our executive officers discuss overall Company goals and objectives.
The Compensation Committee also has authority to obtain independent advice and assistance from internal
or external legal, accounting, or other advisors.
Independent Advisor
Engaged in Fiscal 2011 Activities
Towers Watson & Co. • Advised the Compensation Committee on executive compensation decisions
through September 2010
• Assisted in evaluating the peer group of companies the Compensation
Committee uses to identify competitive compensation trends and levels (see
“Benchmarking of Compensation” below)
• Provided relevant market data, including competitive and best practices.
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