Autodesk 2015 Annual Report Download - page 73

2015 Proxy Statement 67
(8) Accrued Vacation Pay: At January 31, 2015, Mr. Bass had no accrued vacation.
(9) Sales Commissions and Bonus: For Mr. Blum, amounts reflect the fiscal 2015 sales commissions and bonuses earned.
Compensation of Directors
During fiscal 2015, our non-employee directors were eligible to receive the annual compensation set forth below:
Member of the Board of Directors $75,000 and 8,300 RSUs
Non-executive Chairman of the Board an additional $65,000
Chair of the Audit Committee an additional $25,000
Chair of the Compensation and Human Resources Committee an additional $20,000
Chair of the Corporate Governance and Nominating Committee an additional $10,000
The annual compensation cycle for non-employee directors begins on the date of the annual stockholders' meeting and ends on
the date of the next annual stockholders meeting (“Directors' Compensation Cycle”). Director compensation in the tables below
represents the portion of annual compensation with respect to service during Autodesk's fiscal 2015.
No later than December 31 of the year prior to a director's re-election to the Board, the director can elect to receive up to 100%
of his or her annual fees in the form of RSUs issued at a rate of $1.20 worth of stock for each $1.00 of cash compensation
foregone. The RSUs are issued at the beginning of the Directors' Compensation Cycle on the date of the annual meeting of
stockholders and will vest on the date of the annual meeting of stockholders in the following year, provided that the recipient is
a director on such date. For the period from June 13, 2013 through June 10, 2014, all of our non-employee directors, except
Mr. Beveridge, Mr. Georgens, Ms. Rafael and Mr. West, elected to convert 100% of the cash portion of their annual fees to
RSUs. Mr. Beveridge, Mr. Georgens, Ms. Rafael and Mr. West did not elect to receive any portion of their annual fees in the
form of RSUs and instead received 100% cash. For the period from June 10, 2014 through June 10, 2015, all of our non-
employee directors, except Mr. Beveridge, Mr. Georgens, Ms. Rafael and Mr. West, elected to convert 100% of the cash portion
of their annual fees to RSUs. Mr. Beveridge, Mr. Georgens, Ms. Rafael and Mr. West did not elect to receive any portion of
their annual fees in the form of RSUs and instead received 100% cash. If elected, cash compensation is accrued monthly and
paid quarterly, in arrears.
During fiscal 2015, Autodesk's 2012 Outside Directors' Stock Plan provided for the automatic grant of RSUs to our non-
employee directors. Upon being elected or appointed to our Board, each non-employee director would be provided an initial
grant of 12,400 RSUs (“Initial RSUs”), with subsequent annual grants of 8,300 RSUs (“Subsequent Annual RSUs”). The Initial
RSUs vest over a three-year period; Subsequent Annual RSUs vest over a one-year period.
On March 12, 2015, the Board amended the 2012 Outside Directors' Stock Plan to change Initial RSUs and Subsequent Annual
RSUs from fixed numbers of shares (12,400 and 8,300, respectively) to fixed dollar values of shares ($450,000 and $250,000,
respectively) based on the closing stock price on the date of grant. As a result, the directors will receive Subsequent Annual
RSUs with a grant date value of $250,000 on the date of the Annual Meeting.
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