Autodesk 2013 Annual Report Download - page 40

2013 Proxy Statement 32
Executive Officer Pay Decisions
The CEO makes recommendations to the Committee on
the base salary, target annual cash incentive awards, and
equity awards for each executive officer other than himself,
based on his assessment of each executive officer's
performance during the year and the CEO's review of
compensation data gathered from compensation surveys.
The CEO reports on each executive officer's performance
during the year, detailing accomplishments, areas of
strength, and areas for development. The CEO bases his
evaluation on his knowledge of each executive officer's
performance, an individual self-assessment completed by
each executive officer, and feedback provided by each
executive officer's direct reports. The Human Resources
and the Compensation and Benefits Group assists the CEO
in developing the executive officers' performance reviews
and reviewing the market compensation data to determine
the compensation recommendations.
In executing the responsibilities set forth in its charter, the
Committee relies on several resources to provide input to
the decision-making process:
• Independent consultant: The Committee retained
Pay Governance, LLC as its compensation adviser for
fiscal 2013. Pay Governance provided advice and
recommendations on many issues: total compensation
philosophy; program design, including program goal,
components, and metrics; compensation trends in the
high technology sector and general market for senior
executives; and the compensation of the CEO and the
other executive officers. The Committee has
considered the independence of Pay Governance in
light of NASDAQ's new listing standards for
compensation committee independence and the rules
of the Securities and Exchange Commission. The
Committee requested and received a written
confirmation from Pay Governance addressing the
independence of the firm and its senior advisers
working with the Committee. The Committee
discussed these considerations and concluded that the
work performed by Pay Governance did not raise any
conflict of interest.
• Management: The Committee also consults with
management and Autodesk's Compensation and
Benefits Group regarding executive and non-executive
employee compensation plans and programs,
including administering Autodesk's equity incentive
plans.
Competitive Compensation Positioning
To ensure the executive compensation practices are
competitive and consistent with the Committee's executive
compensation guiding principles, Pay Governance provides
the Committee with compensation data. This data is drawn
from a group of companies in relevant industries as well as
competitors for executive talent (the “compensation peer
group”). The Committee uses this data, as well as
information about broader technology industry
compensation practices, when deliberating on the
compensation of the executive officers.
For fiscal 2013 compensation decisions made in March
2012, the compensation peer group included the following
companies:
Activision Blizzard, Inc. Intuit, Inc.
Adobe Systems
Incorporated NetApp, Inc.
Akami Technologies, Inc. Nuance Communications,
Inc.
BMC Software, Inc. Parametric Technology
Corporation
CA, Inc. Symantec Corporation
Citrix Systems, Inc. VMware, Inc.
Electronic Arts, Inc. Yahoo! Inc.
The compensation peer group is reviewed and updated
each year, as necessary, to ensure that the comparisons
remain meaningful. The compensation peer group was
selected based upon multiple criteria including industry
focus, scope and complexity, and whether we compete for
talent. In assessing scope and complexity, companies were
selected that met most, but not necessarily all, of the
following criteria: similarity to Autodesk in terms of
revenue, sales growth, free cash flow, market
capitalization, and ratios of market value to sales and
market value to employees. In addition, the Committee
believes it is important that most of the compensation peer
group companies be located in the same geographic region
as Autodesk.
Following its evaluation of the stockholder feedback from
the 2012 Annual Meeting of Stockholders, the Committee,
with the assistance of Pay Governance, reviewed and
updated the compensation peer group in an effort to refine
the group of companies used for comparative purposes.