Autodesk 2013 Annual Report Download - page 25

2013 Proxy Statement 17
Within this framework, the total compensation for each
executive officer varies based on three dimensions:
• Whether Autodesk achieves its short-term and long-
term financial and non-financial objectives;
• Individual performance; and
• Autodesk TSR.
Executive compensation is variable and balanced between
short- and long-term performance, all of which is tied to
Autodesk's absolute or relative financial performance.
The executive compensation program includes
performance-based short-term cash incentive compensation
that rewards strong financial and operational performance,
and long-term incentive compensation in the form of
equity awards that reward relative TSR performance.
Annual incentive cash payments are determined primarily
by achievement of predetermined non-GAAP operating
margin and revenue growth targets.
Compensation Governance Practices
A number of fundamental elements of our compensation
programs support our overall philosophy, such as:
• Paying-for-performance;
• A mix of short- and long-term focused compensation;
• Meaningful stock ownership guidelines;
• Prohibiting executive officers from “hedging
transactions” with Autodesk stock;
• The Compensation and Human Resources
Committee's engagement of its own independent
compensation consultant;
• Generally, no material benefits or perquisites not
otherwise provided to other employees;
• A change in control program for our executive officers
that requires both a change in control of Autodesk and
termination of employment (“double trigger”) before
any payments are made and does not provide any
“gross-ups;” and
• A strong risk management program.
Vote Recommendation
When casting the 2013 Say-on-Pay vote, we encourage our
stockholders to consider our fiscal 2013 stockholder
outreach and the changes we made to the executive
compensation program to more closely align 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.
Accordingly, we ask our stockholders to vote “FOR” the
advisory, non-binding Say-on-Pay proposal at the Annual
Meeting.
____________________________________________________________________________________________________
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ADVISORY
(NON-BINDING) VOTE APPROVING NAMED EXECUTIVE OFFICER COMPENSATION.
____________________________________________________________________________________________________
Proxy Materials