Autodesk 2015 Annual Report Download - page 49

2015 Proxy Statement 43
(3) Option amounts are attributed to the fiscal year prior to the fiscal year in which the awards are approved. For example, the fiscal
2011 option amount of $4.387 million reported in this table represents options granted in fiscal 2012 because that option award was
based on fiscal 2011 performance. Option amounts reported represent the grant date fair value, calculated using the Black-Scholes-
Merton option pricing model.
(4) Restricted stock unit (“RSU”) amounts are attributed to the fiscal year prior to the fiscal year in which the awards are approved. For
example, the fiscal 2015 RSU amount of $3.248 million reported in this table represents 54,000 RSUs granted in fiscal 2016
because that RSU grant was based on fiscal 2015 performance. RSU amounts reported represent the grant date fair value using the
stock price on the date of grant.
(5) PSU amounts are attributed to the fiscal year prior to the fiscal year in which the awards were approved. For example, the fiscal
2015 PSU amount of $5.150 million reported in this table represents the value of 81,000 target PSUs approved in fiscal 2016
relating to specific billings, subscription and Relative TSR objectives, with an assumed value per share of $63.58 based on the
Monte Carlo simulation valuation model.
Fiscal 2015 Executive Compensation Decisions
Below is a description of the compensation decisions made for the NEOs based on results for the just-completed fiscal year.
Base Salary March 2014: The base salaries for all the NEOs were increased by approximately 3% to 4%.
The Committee made these increases to recognize the performance of the NEOs, to remain
competitive, and to maintain the desired balance in their compensation mix between cash and
equity.
Annual Cash
Incentive Awards
March 2015: Consistent with strong fiscal 2015 financial results relative to initial
expectations, the Committee determined that, based on the overachievement of billings and
subscriptions (or, in the case of the CEO, billings, subscriptions and deferred revenue)
objectives, the annual cash incentive awards for our NEOs were paid out at 108.4% of their
target opportunity and our CEO was paid out at 108.7% of his target award opportunity (for
more discussion of cash awards, see “Annual Short Term Incentive Compensation” below).
Equity Awards In determining the size of equity awards, the Committee considered the Company’s
performance; market data for each executive; the individual skills, experience, and
performance of each executive; and the optimal mix of cash and equity compensation to
ensure that equity awards would motivate the creation of long-term value while satisfying the
Committee’s retention objectives.
March 2014: The Committee approved equity awards for NEOs in the form of PSUs and
RSUs. Our CEO received 60% of his shares in PSUs and 40% in RSUs; the other NEOs
received 50% of their shares in PSUs and 50% in RSUs. The vesting of the PSUs is contingent
upon progress toward predetermined performance targets and Autodesk’s TSR relative to an
index of software companies over one-, two-, and three-year performance periods. For fiscal
2015, the performance measures were billings and subscriptions.
Compensation Guiding Principles
The Committee believes that Autodesk’s executive compensation program should be designed to attract, motivate, and retain
talented executives and should provide a sensible framework that is tied to stockholder returns, Company performance, long-
term strategic corporate goals, and 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.
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