Autodesk 2016 Annual Report Download - page 62

2016 Proxy Statement 56
Proxy Materials
Compensation of Directors
During fiscal 2016, our non-employee directors were eligible to receive the annual compensation set forth below:
Member of the Board of Directors $75,000 and
RSUs ($250,000 equivalent)
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

represents the portion of annual compensation with respect to service during Autodesk's fiscal 2016.
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 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. For the period from June 10, 2015 through June 15, 2016, 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 2016, 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 RSUs with a grant date value of $450,000 on the date 

The Initial RSUs vest over a three-year period; Subsequent Annual RSUs vest over a one-year period.
The table below presents information concerning the compensation paid by us to each of our non-employee directors for fiscal
2016. Messrs. Clarke, Ferguson and Hill were not directors of the Company during fiscal 2016 and did not receive
compensation from the Company during that period. Mr. Bass, who was an Autodesk employee during fiscal 2016, did not
receive additional compensation for his service as a director.