Autodesk 2016 Annual Report Download - page 27

Proxy Materials
2016 Proxy Statement 21
 Performance metrics that drive the business model transition: In fiscal 2016, we used billings and subscriptions
(or, in the case of the CEO, billings, subscriptions and deferred revenue) for our executive officer cash incentives, and
billings, subscriptions an
reflect drivers of success in our business model transition. As described in the CD&A, in fiscal 2017, we will use net
new model subscription additions, new model annualized recurring revenue ("ARR"), non-GAAP total spend and total
subscription renewal rate (or, in the case of the CEO, net new model subscription additions, new model ARR, non-
GAAP total spend, total subscription renewal rate and deferred revenue) for our executive officer cash incentives, and
net new model subscription additions, new model ARR, non-GAAP total spend, total subscription renewal rate and
Relative TSR for our executive officer PSUs.
 Representative peer group: On an annual basis, we use a peer group that reflects comparable size-relevant
companies in industries where we compete for talent.
 Clawback policy: Our clawback policy allows the Board to recover cash incentive-based compensation if an
executive officer has engaged in fraudulent or intentional misconduct and the misconduct caused the material
restatement of our financial statements.
 Significant stock ownership requirements: Executives are subject to mandatory stock ownership guidelines that are
monitored on an annual basis.
 Double-trigger change-in-control arrangements with no excise tax gross-up: Our change-in-control program for
executive officers provides payments and benefits only in the event of a qualifying termination of employment
following a change in control. Executive officer-
this program.
 Hedging prohibition: Company policy prohibits employees and directors from engaging in hedging transactions
involving Autodesk stock.
 Effective risk management: We employ a strong risk management program with specific responsibilities assigned to
-
related risk profile and has concluded that our fiscal 2016 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

 Independent compensation committee and consultant: During fiscal 2016, the Committee engaged Exequity LLP
to assist with analysis and review of 
Committee on compensation philosophy, program design, metrics, compensation trends, peer data, and disclosure.
Compensation Guiding Principles
The executive compensation program is designed to attract, motivate, and retain talented executives and provide a sensible
framework tied to corporate and individual performance and Autodesk long-term strategic goals. The general compensation
objectives are to:
 Recruit and retain the highest caliber of executives through competitive rewards.
 Motivate executive officers to achieve business and financial goals;
 Balance rewards for short- and long-term performance; and
 Align rewards with stockholder value creation.