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2013 Proxy Statement 23
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section of the Proxy Statement explains how the
Compensation and Human Resources Committee of the
Board (the “Committee”) manages the compensation
programs for Autodesk's executives. In particular, this
Compensation Discussion and Analysis describes the
material elements of the compensation awarded to, earned
by, or paid to the executive officers. This section also
provides an overview of Autodesk's executive
compensation philosophy, program design and linkage to
stockholder interests, as well as the current administration
of Autodesk's executive compensation programs and each
underlying compensation component.
Although the discussion primarily focuses on Autodesk's
compensation programs for the fiscal year ended January
31, 2013 (“fiscal 2013”), compensation actions taken after
fiscal 2013 are described to the extent they enhance the
understanding of the fiscal 2013 executive compensation
program.
The executive officers discussed in the Proxy Statement
are called the “Named Executive Officers” or “NEOs.”
For fiscal 2013, the Named Executive Officers were:
• Carl Bass, President and Chief Executive Officer
(“CEO”);
• Mark J. Hawkins, Executive Vice President and Chief
Financial Officer;
• Jan Becker, Senior Vice President, Human Resources
and Corporate Real Estate;
• Steven M. Blum, Senior Vice President, Worldwide
Sales and Services;
• Pascal W. Di Fronzo, Senior Vice President, General
Counsel and Secretary;
• Amar Hanspal, Senior Vice President, Information
Modeling and Platform; and
• Robert Kross, Senior Vice President, Design,
Lifecycle and Simulation.
As a result of Autodesk's fiscal 2013 reorganization, Mr.
Hanspal's and Mr. Kross' roles and responsibilities
changed, resulting in a change in their executive officer
status. Mr. Hanspal and Mr. Kross each continue to play a
pivotal role at Autodesk.
Autodesk's compensation programs are designed to reward
executives for producing results that are aligned with the
interests of stockholders by emphasizing “at risk”
compensation dependent upon prospective financial,
strategic and stock price performance and a retrospective
assessment of Autodesk's success to determine pay
opportunities. 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 NEOs.
Executive Summary
Actions Relating to Stockholder Advisory Vote on
Executive Compensation
The Board approved a policy to hold stockholder advisory
votes on the compensation of the Named Executive
Officers (also known as “Say-on-Pay”) at each Annual
Meeting of Stockholders. At the June 2011 Annual
Meeting, over 84% of the votes cast on the Say-on-Pay
proposal were voted “FOR” approval of the Named
Executive Officer compensation program for fiscal 2011.
Continuing with its focus on instituting best practices for
executive compensation, the Committee took a number of
actions during fiscal 2012 aimed at evolving and
improving Autodesk's executive compensation programs.
These actions included:
• Designing a Performance Stock Unit program;
• Revising Autodesk's compensation peer group to more
closely align with companies of Autodesk's financial
size and performance; and
• Mandating stock ownership for all executive officers.
At the June 2012 Annual Meeting of Stockholders,
approximately 54% of the votes cast on the fiscal 2012
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 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. While the feedback varied among
stockholders, the common themes expressed included a
general preference to:
• Use Autodesk's stock price appreciation as a metric for
determining total compensation;
• Incorporate multiple measures of performance in
incentive plans, including:
Proxy Materials