Autodesk 2015 Annual Report Download - page 62

2015 P r oxy Statemen t 56
compensation cost of these share-based payment awards in the income statements over the period that an employee or director
is required to render service in exchange for the stock option or other award.
Report of the Compensation Committee
The Compensation and Human Resources Committee of the Board of Directors, which is composed solely of independent
members of the Board of Directors, assists the Board in fulfilling its responsibilities regarding compensation matters and,
pursuant to its Charter, is responsible for determining the compensation of Autodesk’s executive officers. The Compensation
and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis included in this
Proxy Statement as required by Item 402(b) of Regulation S-K with Autodesk’s management team. Based on this review and
discussion, the Compensation and Human Resources Committee has recommended to the Board of Directors that the
Compensation Discussion and Analysis be included in this Proxy Statement.
COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS
Mary T. McDowell, Chair
Thomas Georgens
Stacy J. Smith
Summary Compensation Table and Narrative Disclosure
This narrative discussion, as well as the table and footnotes below, summarizes our named executive officers’ compensation for
fiscal 2015, 2014 and 2013. The named executive officers are Carl Bass (President and Chief Executive Officer), R. Scott
Herren (Senior Vice President and Chief Financial Officer), the next three most highly compensated individuals who were
serving as executive officers of Autodesk on January 31, 2015, the last day of our most recent fiscal year, and Mark J. Hawkins,
our former Chief Financial Officer. For information on our compensation objectives, see the discussion under the heading
“Compensation Discussion and Analysis.”
Salary
Named executive officers are paid a cash-based salary. We did not provide equity or other non-cash items to our named
executive officers as salary compensation during fiscal 2015, 2014 and 2013.
Bonus
This column represents payments made to our named executive officers for amounts that relate to: Autodesk and individual
performance under the Autodesk, Inc. Incentive Performance Plan for fiscal 2013; signing bonuses, as in the case of
Mr. Herren, who received a sign-on bonus paid in two equal $75,000 installments, one of which was paid in fiscal 2015; and
other miscellaneous amounts, such as payments made in recognition of years of service as part of an Autodesk company-wide
program.
Stock Awards
Amounts shown in this column do not reflect compensation actually received by our named executive officers. Instead, the
amounts reported represent the aggregate grant date fair values of performance-based restricted stock unit (“PSU”) awards and
restricted stock unit (“RSU”) awards, as determined pursuant to ASC Topic 718. The assumptions used in the valuation of these
awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies” in the Notes to Consolidated
Financial Statements in our fiscal 2015 Annual Report on Form 10-K filed on March 18, 2015.
Proxy Materials