Autodesk 2015 Annual Report Download - page 46

2015 P r oxy Statemen t 40
• GAAP diluted earnings per share was $0.35, compared to $1.00 in fiscal 2014.
• Non-GAAP diluted earnings per share was $1.17, compared to $1.68 in fiscal 2014.*
* A reconciliation of GAAP to non-GAAP financial measures and other related information is available on pages 50 and 51 of
Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.
Say-on-Pay Results and Stockholder Outreach
Autodesk and the Committee value the input of our stockholders. In 2014, 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, Autodesk reached out to
stockholders, representing over 60% of the outstanding Common Stock. Based on these discussions, the Committee believes the
increased support was due primarily to the collective changes it made to Autodesk’s executive compensation program over the
past few years, and the increased alignment between our CEO pay and Autodesk performance. The Committee generally found
that our stockholders were supportive of the design changes that 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. 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.
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 TSR relative to the S&P Computer Software Select Index (“Relative TSR”) over one-, two-, and
three-year performance periods.
• 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 Performance stock units (“PSUs”) . The
new metrics were specifically design 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.
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