Autodesk 2013 Annual Report Download - page 24

2013 Proxy Statement 16
PROPOSAL THREE - NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION
We are asking our stockholders to vote, on a non-binding
advisory basis, to approve the compensation of our Named
Executive Officers as described in the “Compensation
Discussion and Analysis” beginning on page 23 and the
accompanying compensation tables and narrative
discussion in this Proxy Statement (a “Say-on-Pay” vote).
Stockholders are encouraged to read that information in its
entirety to obtain a complete understanding of Autodesk's
executive compensation program philosophy, design and
linkage to stockholder interests.
Autodesk has designed its compensation programs to
reward executives for producing results that are aligned
with the interests of stockholders. We emphasize “at risk”
compensation dependent upon prospective financial,
strategic and stock price performance and a retrospective
assessment of Autodesk's success to determine pay
opportunities. On average, 77% of the Named Executive
Officers' fiscal 2013 target total direct compensation
opportunity was variable in nature and “at risk.”
The compensation programs are a balance of performance-
orientation and attraction, retention and motivation. Of the
total compensation included in the Summary
Compensation Table for fiscal 2013, long-term incentives
constituted 77% of compensation for the CEO and an
average of 60% of compensation for all the Named
Executive Officers.
Past Say-on-Pay Votes, Stockholder
Outreach and Actions Taken
At Autodesk's 2011 Annual Meeting of Stockholders, over
84% of the votes cast on the Say-on-Pay proposal were
voted “FOR” approval of the Named Executive Officer
compensation program. In the year that followed,
Autodesk designed a Performance Stock Unit program and
mandated stock ownership guidelines for all executive
officers. Nonetheless, at the 2012 Annual Meeting of
Stockholders, approximately 54% of the votes cast on the
Say-on-Pay proposal were voted “FOR” approval of the
Named Executive Officer compensation program.
Following the results of the 2012 Say-on-Pay vote, at the
direction of the Compensation and Human Resources
Committee, members of management contacted Autodesk's
largest stockholders, representing over 60% of the
outstanding Common Stock, to understand their views and
concerns about Autodesk's executive compensation
policies. After considering the stockholder feedback, the
Compensation and Human Resources Committee expanded
its review of Autodesk's executive compensation policies
and practices and incorporated the feedback as part of the
ongoing design of several aspects of the executive
compensation programs during fiscal 2013. Principally,
Autodesk implemented the following changes:
• Enhanced metrics of Performance Stock Unit awards
to strengthen the link between Autodesk's financial
performance and the amount that may be earned from
those awards by:
Requiring that a portion of the awards be earned
each year through the successful attainment of
annual financial targets;
Linking the amounts that ultimately may be
received from the awards to Relative Total
Stockholder Return; and
Adding multi-year performance periods by
incorporating one-year, two-year, and three-year
relative total stockholder return ("TSR")
measurements; and
• Further refined Autodesk's compensation peer group.
These changes enhanced the already strong compensation
governance practices implemented by the Compensation
and Human Resources Committee and more closely
aligned the total direct compensation opportunity of the
Named Executive Officers with Autodesk's objectives of
driving meaningful annual financial growth and
maximizing long-term value. See “Actions Relating to
Stockholder Advisory Vote on Executive Compensation”
on page 23 for more information regarding these changes.
Compensation Guiding Principles
We believe Autodesk's executive compensation program
should be designed to attract, motivate, and retain talented
executives and that compensation should be determined
within a sensible framework that is tied to corporate and
individual performance and long-term strategic goals. The
general compensation objectives are to:
• Motivate executive officers to achieve business and
financial goals;
• Balance rewards for short- and long-term
performance;
• Recruit and retain the highest caliber of executives
through competitive rewards; and
• Maintain consistency in compensating the executive
officers and employees.