Autodesk 2015 Annual Report Download - page 60

2015 P r oxy Statemen t 54
The material terms and conditions of the Executive Change in Control Program, as well as an estimate of the potential
payments and benefits payable in the event of a termination of employment in connection with a change-in-control of
Autodesk, are set forth in “Change-in-Control Arrangements and Employment Agreements” below.
Other Compensation Policies
Mandatory Stock Ownership Guidelines
The Board believes that stock ownership by the executive officers is important to tie the risks and rewards inherent in stock
ownership to the executive officers; and has adopted mandatory guidelines for stock ownership by executive officers. During
fiscal 2015, these mandatory ownership guidelines required all executive officers to hold a fixed number of shares of
Autodesk’s Common Stock at the appropriate executive officer level. This is intended to create clear guidelines that tie a
portion of the executive officer’s net worth to the performance of Autodesk’s stock price. The current stock ownership
guidelines are as follows:
CEO Executive Vice
President Senior Vice President
Minimum Number of Shares to be
Owned 100,000 30,000 15,000
Executive officers have four years from the later of either (i) December 2013 or (ii) their hire or promotion to a new, higher-
level position, to satisfy the required level of stock ownership. For purposes of satisfying the required stock ownership level,
both vested and unvested shares of restricted stock and shares of Common Stock subject to outstanding RSU and PSU awards
are counted as owned.
As of the end of fiscal 2015, each of the NEOs satisfied the mandatory stock ownership guidelines.
Clawback Policy
Executive officer cash incentive-based compensation may be recovered at the discretion of the Board if an executive officer has
engaged in fraudulent or other intentional misconduct and the misconduct caused a material restatement of our financial
statements.
Derivatives Trading and Anti-Hedging Policy
Executive officers, members of the Board, and all other employees are prohibited from investing in derivative securities related
to Autodesk’s Common Stock and engaging in short sales or other short-position transactions in shares of Autodesk’s Common
Stock. This policy does not restrict ownership of company-granted awards, such as options to purchase shares of Common
Stock or PSU or RSU awards, which have been granted by the Committee. Autodesk’s insider trading policy prohibits the
trading of derivatives or the hedging of Autodesk’s common equity securities by all employees, including the executive
officers, and members of the Board.
Equity Award Grant Policy
All equity awards granted to the executive officers are approved by the Committee. Approval of the equity awards for the
executive officers occurs at the Committee’s regularly scheduled quarterly meetings. In addition, a grant was made in
November 2014 to Mr. Herren as part of his “new hire” compensation package.
Proxy Materials