Autodesk 2011 Annual Report Download - page 40

In fiscal 2011, stock options and restricted stock units were the only equity grants made to our executive
officers. At its March 2010 meeting, the Compensation Committee reviewed the factors discussed above and
awarded options to the Named Executive Officers based on individual performance and grant values of our peer
group for comparable executive officers. In March 2010, the Compensation Committee also approved grants of
restricted stock units in connection with the Equity Incentive Deferral Plan described below, for short-term cash
incentives awards made in March 2011, relating to fiscal 2011. Please see “Executive Compensation—Grants of
Plan-Based Awards in Fiscal 2011,” below for grants made to our Named Executive Officers during fiscal 2011.
Pay Mix
In order to focus our executive officers on achieving superior annual and long-term performance, we have
structured our executive officers’ compensation mix so that the majority of their compensation is contingent on
achieving or surpassing our annual goals and achieving superior returns for our stockholders. In fact in fiscal
2011, short-term annual incentives increased as a proportion of total compensation mix.
Total Annual Cash Compensation
Total annual cash compensation is made up of a base salary and the short-term cash incentives described
above. The ratio of an executive’s base salary and short-term cash incentive target reflects the strong importance
that we place on superior performance and achievement. Most of our Named Executive Officers have a
significant portion of his or her annual eligible cash compensation contingent on corporate and individual
performance and that portion was increased in fiscal 2011.
Total Equity Incentive Compensation
In addition, we want our executive officers focused on long-term achievements that build value for our
stockholders. Consistent and prolonged appreciation of our stock price and the building of Company market
capitalization are key measures of success. We use stock option and restricted stock unit awards to align our
executive officers and their efforts with the goals and interests of our stockholders. Because our executive
officers and their decisions and judgment are critical to our long-term success, the majority of their overall
compensation is aligned with Company and stockholder value creation.
Actual Pay Mix for Fiscal 2011
For fiscal 2011, the pay mix of our three components of compensation for the Named Executive Officers is
shown below. The pay mix generally reflects our objective of providing a large portion of our executive officers’
compensation through long-term equity compensation. Naturally, this mix varies depending on a number of
factors, including stock price changes, overall Company performance and individual performance. Amounts in
the chart below are based on what was paid or granted during fiscal 2011. Base salary is the amount of each
Named Executive Officer’s actual annual base salary. Short-term cash incentive is the actual short-term cash
incentive payout and certain separation agreement payments in the case of Mr. Bado. Long-term equity incentive
amounts represent aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718,
Compensation—Stock Compensation (“ASC 718”). These amounts do not necessarily correspond to the actual
value that will be realized by the Named Executive Officers upon exercise or sale of the awards. In addition, our
officers may from time to time receive other compensation as described in more detail in “Executive
Compensation— Summary Compensation Table and Narrative Disclosure,” below.
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