Autodesk 2016 Annual Report Download - page 50

2016 Proxy Statement 44
Proxy Materials
administration of these arrangements, we may award other compensation under these plans, such as annual incentive cash
payments, PSU and RSU awards, that are not designed to qualify for tax deductibility under the Code.
Further, while mindful that the ability to fully deduct compensation paid to senior executives has benefits, the Committee
believes that Autodesk should not be constrained by the requirements of Section 162(m) where those requirements would
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the executive officers' interests with the stockholders' interests. Therefore, Autodesk has not adopted a policy that requires all
compensation to be deductible. The Committee intends to continue to compensate the executive officers in a manner consistent
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Taxation of Deferred Compensation
Section 409A of the Code imposes significant additional taxes in the event an executive officer, director, or service provider
 Section 409A applies to a
wide range of compensation arrangements, including traditional nonqualified deferred compensation plans, certain equity
awards, and severance arrangements. To assist employees with avoiding additional taxes under Section 409A, Autodesk has
structured equity awards in a manner intended to comply with the applicable Section 409A conditions.
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Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and
certain other service providers may be subject to an excise tax if, in connection with a change in control, they receive payments
or benefits that exceed certain prescribed limits. In addition, the relevant company or a successor may forfeit a deduction on the
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payment for any tax liability the executive might owe as a result of the application of Sections 280G or 4999 during fiscal 2015.
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reimbursement or to otherwise address the application of Sections 280G or 4999 in connection with payments or benefits
arising from a change in control.
Accounting for Stock-Based Compensation
Autodesk follows ASC Topic 718 for stock-based compensation awards. ASC Topic 718 requires Autodesk to measure the
compensation expense for all share-based payment awards made to employees (including executive officers) and members of
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value is calculated for accounting purposes and reported in the compensation tables below, even though the executive officers
and directors may never realize any value from their awards. ASC Topic 718 also requires Autodesk to recognize the
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,
tion
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-
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
Scott Ferguson
Thomas Georgens
Stacy J. Smith