Autodesk 2013 Annual Report Download - page 64

2013 Proxy Statement 56
Compensation of Directors
During fiscal 2013, our non-employee directors were
eligible to receive the annual compensation set forth
below:
Member of the Board of
Directors $75,000 and 8,300 RSUs
Non-executive Chairman of
the Board an additional $ 65,000
Chair of the Audit Committee an additional $ 25,000
Chair of the Compensation
and Human Resources
Committee an additional $ 20,000
Chair of the Corporate
Governance and Nominating
Committee an additional $ 10,000
The annual compensation cycle for non-employee directors
begins on the date of the annual stockholders' meeting and
ends on the date of the next annual stockholders meeting
(“Directors' Compensation Cycle”). Director compensation
in the tables below represents the portion of annual
compensation with respect to service during Autodesk's
fiscal 2013.
For the June 16, 2011 through June 7, 2012 Directors'
Compensation Cycle, each director could elect to receive
up to 50% of his or her annual fee in cash, with the balance
paid in the form of restricted stock issued at a rate of $1.20
worth of stock for each $1.00 of cash compensation
foregone. The restricted stock was issued at the beginning
of the Directors' Compensation Cycle on the date of the
annual meeting of stockholders and vested on the date of
the annual meeting of stockholders in the following year,
provided that the recipient was a director on such date. For
the period from June 16, 2011 through June 7, 2012, all of
our non-employee directors, except Mr. Beveridge, Ms.
McDowell, Mr. Robel, and Mr. West, elected to convert
100% of the cash portion of their annual fees to restricted
stock; Mr. Beveridge, Ms. McDowell, and Mr. West
elected to receive 50% of their annual fees in the form of
restricted stock; Mr. Robel elected to receive 60% of his
annual fees in the form of restricted stock.
Starting with the annual meeting on June 7, 2012, each
director can elect to receive up to 100% of his or her
annual fees in the form of RSUs issued at a rate of $1.20
worth of stock for each $1.00 of cash compensation
foregone. The RSUs are issued at the beginning of the
Directors' Compensation Cycle on the date of the annual
meeting of stockholders and will vest on the date of the
annual meeting of stockholders in the following year,
provided that the recipient is a director on such date. For
the period from June 7, 2012 through June 13, 2013, all of
our non-employee directors, except Mr. Beveridge, Mr.
Robel, and Mr. West, elected to convert 100% of the cash
portion of their annual fees to RSUs. Mr. Beveridge did not
elect to receive any portion of his annual fees in the form
of RSUs and instead received 100% cash. Mr. Robel
elected to receive 80% of his annual fees in the form of
RSUs. Mr. West elected to receive 20% of his annual fees
in the form of RSUs.
If elected, cash compensation is accrued monthly and paid
quarterly, in arrears.
Autodesk's 2012 Outside Directors' Stock Plan provides for
the automatic grant of RSUs to our non-employee
directors. Upon being elected or appointed to our Board,
each non-employee director is provided an initial grant of
12,400 RSUs, with subsequent annual grants of 8,300
RSUs (“Subsequent Annual RSUs”). The RSUs granted
under the 2012 Outside Directors' Stock Plan upon election
or appointment vest over a three-year period; Subsequent
Annual RSUs vest over a one-year period.