Autodesk 2015 Annual Report Download - page 26

2015 P r oxy Statemen t 20
• Long-term performance orientation: On average, 71% of the NEOs’ and 77% of the CEO’s fiscal 2015 total
compensation was dependent on Autodesk’s long-term performance.
• Performance metrics that drive the business model transition: In fiscal 2015, we incorporated billings and
subscriptions (or, in the case of the CEO, billings, subscriptions and deferred revenue) into the executive officer cash
incentives, and billings, subscriptions and relative TSR into executive officer PSUs. The new metrics were specifically
designed to reflect drivers of success in our business model transition.
• Representative peer group: On an annual basis, we use a peer group that reflects comparable size-relevant
companies in industries where we compete for talent.
• Clawback policy: Our clawback policy allows the Board to recover cash incentive-based compensation if an
executive officer has engaged in fraudulent or intentional misconduct and the misconduct caused the material
restatement of our financial statements.
• Significant stock ownership requirements: Executives are subject to mandatory stock ownership guidelines that are
monitored on an annual basis.
• Double-trigger change-in-control arrangements with no excise tax gross-up: Our 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. Executive officers are not provided with any tax reimbursements or “gross-ups” under
this program.
• Hedging prohibition: Company policy prohibits employees and directors from engaging in hedging transactions
involving Autodesk stock.
• Effective risk management: We employ 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 and has concluded that our fiscal 2015 compensation policies and practices did not create risks that
were reasonably likely to have a material adverse effect on Autodesk.
• 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: Generally, executive officers are not provided material benefits or
special considerations that are not provided to other employees. However, the Committee can offer executive officers
benefits or other perquisites when they are either competitively prudent or in Autodesk’s best interest.
• Independent compensation committee and consultant: During fiscal 2015, the Committee engaged Exequity LLP
to assist with analysis and review of Autodesk’s named executive officer compensation. Exequity also advised the
Committee on compensation philosophy, program design, metrics, compensation trends, peer data, and disclosure.
Compensation Guiding Principles
The executive compensation program is designed to attract, motivate, and retain talented executives and provide a sensible
framework tied to corporate and individual performance and Autodesk long-term strategic goals. The general compensation
objectives are to:
• Motivate executive officers to achieve business and financial goals;
• Balance rewards for short- and long-term performance;
• Align rewards with stockholder value creation; and
• Recruit and retain the highest caliber of executives through competitive rewards.
Within this framework, the total compensation for each executive officer varies based on multiple dimensions:
• Autodesk TSR relative to the S&P Computer Software Select Index;
• Whether Autodesk achieves its short-term and long-term financial and non-financial objectives, including execution on
its business model transition;
• The specific role and responsibility of the officer;
Proxy Materials