Autodesk 2013 Annual Report Download - page 37

2013 Proxy Statement 29
aligned the long-term interests of Autodesk's stockholders
with the Committee's duty to retain and motivate key
talent.
Consistent with fiscal 2012 business results, the Committee took the following actions in March 2012:
Base Salary Increased the base salary of the CEO by 4% and the base salaries of the other Named Executive Officers by
amounts ranging from 4% to 13%. The Committee made these increases to reward the individual
performance of each of the Named Executive Officers, to properly align compensation levels with those of
the compensation peer group, and to maintain the desired balance in their compensation mix between cash
and equity.
Annual Cash Incentive
Awards Approved annual cash incentive awards for fiscal 2012 that, based on fiscal 2012 financial performance, were earned at 136.8% of the target annual cash incentive award opportunity for the CEO and at 112% to 120% of
the target annual cash incentive award opportunity for each of the other Named Executive Officers. These
amounts reflected the achievement of pre-established goals for non-GAAP operating margin and revenue
growth under the executive incentive compensation plan, as well as the individual performance of each
Named Executive Officer.
Equity Awards In March 2012 and based on fiscal 2012 financial performance, the Committee granted the Named Executive
Officers equity awards in the form of performance stock unit awards and time-based restricted stock unit
awards. Both of these vehicles are aligned with the long-term interests of the stockholders because the value
realized from the performance stock unit awards is dependent on Autodesk's revenue growth and non-GAAP
operating margin targets. The Committee did not grant stock options to the NEOs.
In determining the size of these equity awards, the Committee considered the practices of the companies in
Autodesk's compensation peer group as well as the proper mix of cash and equity compensation to motivate
long-term value creation and satisfy retention objectives. The size of these awards also was influenced by the
performance of the individuals in attaining Autodesk's financial and non-financial performance targets for
fiscal 2012.
Additional Performance-
Based Award for CEO In March 2012, the Committee also granted an additional performance stock unit award to the CEO, the value of which was to be realized only if he satisfied specific strategic corporate and talent management
performance objectives established by the Committee. In March 2013, the Committee determined that the
CEO had fully met the established strategic corporate objectives and had attained 85% of the talent
management performance objectives. Based in part on stockholder feedback, in March 2013, the Committee
amended this award to refocus the second and third year performance periods solely on the achievement of
specific revenue growth and non-GAAP operating margin targets as well as Relative TSR performance.
Executive Compensation Policies and Practices
Autodesk's executive compensation program is
complemented by several policies and practices that
strengthen the alignment of the executive compensation
arrangements with the interests of stockholders and
represent strong governance practices. The Committee
implemented changes during fiscal 2012 and fiscal 2013 to
improve the linkage of pay for performance and enhance a
foundation of strong governance practices.
• “Double-Trigger” Change in Control
Arrangements and No Gross-Up Payments: The
change in control program for executive officers
provides payments and benefits only in the event of a
qualifying termination of employment following a
change in control of Autodesk. Further, the change in
control plan does not provide executive officers with
any tax reimbursements or “gross-ups” in the event of
a change in control of Autodesk.
• Effective Risk Management: Autodesk employs a
strong risk management program with specific
responsibilities assigned to management, the Board,
and the Board's committees. Each year, the
Committee evaluates Autodesk's compensation-related
risk profile.
• Hedging Prohibition: Company policy prohibits
employees and directors from hedging.
• Option Re-Pricing Prohibition: Autodesk is
prohibited from re-pricing any outstanding options to
purchase shares of Common Stock without express
stockholder approval.
• No Executive Benefits and Limited Perquisites: As
a general practice, executive officers are not provided
material benefits or special considerations that are not
provided to other employees.
• Compensation Mix: Autodesk emphasizes variable
compensation balanced between short- and long-term
performance (on average, 77% of the Named
Executive Officers' fiscal 2013 total compensation
opportunity was variable and “at risk”). In the case of
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