Autodesk 2015 Annual Report Download - page 47

2015 Proxy Statement 41
• 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 NEO compensation. Exequity also advised the Committee on
compensation philosophy, program design, metrics, compensation trends, peer data, and disclosure.
Alignment of Executive Compensation and Corporate Performance
Each March, the Committee makes compensation decisions for the NEOs based on Autodesk’s performance and each
executive’s individual performance for the just-completed fiscal year. Specifically, as described in more detail below, the
Committee sets base salaries for the fiscal year in progress and compares performance targets established in prior years with
actual performance to fix the appropriate annual bonus awards and vesting of PSUs. To evaluate the alignment of pay and
performance, it is necessary to compare the compensation decisions made in one year with the performance of the prior fiscal
year, as illustrated by the following table:
Fiscal Year Performance Period
Timing of Related
Committee Decisions
Fiscal 2015 February 1, 2014, to March 2015
January 31, 2015
Fiscal 2014 February 1, 2013, to March 2014
January 31, 2014
Because of this decision-making cycle, the Summary Compensation Table does not truly represent our pay-for-performance
linkage. For example, in March 2015, the Committee made decisions about long-term incentive compensation awards for the
CEO based on both Autodesk’s and his individual performance during the period from February 1, 2014, through January 31,
2015 (fiscal 2015). Since these decisions were made during fiscal 2016, the amounts awarded will begin to appear in next
year’s Summary Compensation Table; in accordance with Securities and Exchange Commission disclosure rules, they do not
appear in the fiscal 2015 Summary Compensation Table in this Proxy Statement; they will begin to appear in next year’s
Summary Compensation Table.
To illustrate the correlation between the Committee’s pay decisions and Autodesk performance, the chart and table below
display the multi-year relationship between the CEO’s total compensation, the Company’s TSR, and the percentage of
achievement against annual incentive compensation targets.
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