Autodesk 2015 Annual Report Download - page 25

2015 Proxy Statement 19
PROPOSAL THREE - NON-BINDING VOTE TO APPROVE NAMED EXECUTIVE
OFFICER COMPENSATION
As required by SEC rules, we are asking our stockholders to vote, on a non-binding advisory basis, to approve the
compensation of our named executive officers as described in the “Compensation Discussion and Analysis” beginning on page
39 and the accompanying compensation tables and narrative discussion in this Proxy Statement (a “Say-on-Pay” vote).
Stockholders are encouraged to read that information in its entirety to obtain a complete understanding of Autodesk's executive
compensation program philosophy, design and linkage to stockholder interests.
Autodesk has designed its compensation programs to reward executives for producing results that are aligned with the interests
of stockholders. We emphasize variable “at risk” compensation dependent upon prospective financial, strategic and stock price
performance and a retrospective assessment of Autodesk's success to determine pay opportunities. On average, 86% of the
named executive officers' fiscal 2015 total compensation was variable in nature and “at risk.” In the case of the CEO, 90% of
his fiscal 2015 total compensation was variable and “at risk” with 100% of that amount tied to Autodesk's financial
performance.
The compensation programs are a balance of performance-orientation and attraction, retention and motivation. Of the total
target compensation for fiscal 2015, long-term incentives constituted 77% of compensation for the CEO and an average of 71%
of compensation for all the named executive officers.
Past Say-on-Pay Votes, Stockholder Outreach and Actions Taken
Autodesk and its Compensation and Human Resources Committee (the “Committee”) value the input of our stockholders. In
fiscal 2015, 88% of the votes cast on our Say-on-Pay proposal were favorable, which was a 23 percentage point increase over
the prior year. In fiscal 2015, we reached out to stockholders representing over 60% of the outstanding Common Stock to better
understand their views of Autodesk's executive compensation policies. Based on these communications, we believe the fiscal
2015 increased support was due primarily to the collective changes we made to our executive compensation program over the
past few years. These changes resulted in the robust executive compensation policies and practices described below, and the
increased alignment between our CEO pay and Autodesk performance. We generally found that our stockholders were
supportive of the design changes we have made and provided us helpful input regarding various aspects of our compensation
design and disclosure. The Committee carefully considered this feedback as part of its ongoing review of our executive
compensation program.
Executive Compensation Policies and Practices
Autodesk’s executive compensation program is designed to attract, motivate, and retain talented executives and to provide a
sensible framework that is tied to Company performance and long-term strategic goals as well as individual performance.
Autodesk’s executive compensation objectives are supported by policies and strong governance practices that align executives’
interests with the interests of our stockholders. Over the last few years, the Committee has made a number of changes to
enhance our compensation program. Some of the program’s strongest features are summarized below.
• Emphasis on variable, “at risk” compensation: On average, 86% of the NEOs’ and 90% of the CEO’s fiscal 2015
total compensation was variable, “at risk,” and aligned with Company performance. A significant component of our
variable compensation was delivered in equity. In fiscal 2015, 60% of the equity grants for our CEO and 50% of the
equity grants for our NEOs was performance based. These grants will vest based on the achievement of financial
objectives and our total shareholder return (“TSR”) relative to the S&P Computer Software Select Index over one-,
two-, and three-year performance periods.
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