Autodesk 2016 Annual Report Download - page 39

Proxy Materials
2016 Proxy Statement 33
x Whether Autodesk achieves its short-term and long-term financial and non-financial objectives, including execution on
its business model transition;
x Autodesk TSR relative to companies in the S&P Computer Software Select Index;
x The specific role and responsibility of the officer;
x ormance; and
x Internal pay parity considerations.
Our compensation program emphasizes variable compensation with both annual and long-term performance components. In

incentives reward strong annual financial and operational performance, while our equity program rewards strong annual
financial and operational performance as well as TSR relative to other software companies over one-, two, and three-year
performance periods.
The two charts below demonstrate the pay mix between base salary, earned short-term incentives, and targeted long-term equity
compensation for the CEO and the other NEOs.
The Compensation-Setting Process
The Committee reviews and approves all components of eac
CEO Pay Decisions
Throughout the year the Committee and the other independent members of the Board, including the Chairman, review the
performance of, and provide feedback to the CEO at regularly scheduled meetings and through informal discussions. Annually,
the Committee meets and discusses with the other independent members of the Board the performance of the CEO during the
year in light of corporate goals and objectives. The Committee takes this assessment into account, along with competitive
compensation data and interna
awards, and equity awards. The Committee formulates a recommendation on CEO compensation in consultation with its
independent consultant, consults with the other independent directors, and then approves the CEO compensation.
Executive Officer Pay Decisions
The CEO makes recommendations to the Committee regarding the base salary, annual cash incentive awards, and equity
awards for each executive officer other than 

CEO reports on the performance of the executive officers and their business units during the year in light of corporate goals and

knowledge of their performance, including feedback provided by the executive officers and their direct reports. The Human
