Autodesk 2016 Annual Report Download - page 36

2016 Proxy Statement 30
Proxy Materials
x 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.
x Significant stock ownership requirements: Executives are subject to mandatory stock ownership guidelines that are
monitored on an annual basis.
x 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
-
this program.
x Hedging prohibition: Company policy prohibits employees and directors from engaging in hedging transactions
involving Autodesk stock.
x 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.
x Option re-pricing prohibition: Autodesk is prohibited from re-pricing any outstanding options to purchase shares of
Common Stock without express stockholder approval.
x 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

x Independent compensation committee and consultant: During fiscal 2016, the Committee engaged Exequity LLP

compensation philosophy, program design, metrics, compensation trends, peer data, and disclosure of our executive
pay programs.
Alignment of Executive Compensation and Corporate Performance

-completed fiscal year. Specifically, as described in more detail below, the
Committee sets base salaries for the fiscal year in progress and compares performance targets established in prior years with
actual performance to fix the appropriate annual bonus awards and vesting of PSUs. To evaluate the alignment of pay and
performance, it is necessary to compare the compensation decisions made in one year with the performance of the prior fiscal
year, as illustrated by the following table:
Fiscal Year Performance Period
Timing of Related
Committee Decisions
Fiscal 2016 February 1, 2015, to March 2016
January 31, 2016
Fiscal 2015 February 1, 2014, to March 2015
January 31, 2015
Because of this decision-making cycle, the Summary Compensation Table does not truly represent our pay-for-performance
linkage. For example, in March 2016, the Committee made decisions about long-term incentive compensation awards for the
CEO based on bot
2016 (fiscal 2016). Since these decisions were made during fiscal 2017, the amounts awarded will begin to appear in next
ble; in accordance with Securities and Exchange Commission disclosure rules.

display the multi-
achievement against annual incentive compensation targets.