Autodesk Files DEF 14A: Executive Compensation Details

TL;DR

Autodesk's DEF 14A is out, showing exec pay details for FY24. Check equity awards.

AI Summary

Autodesk, Inc. filed its DEF 14A on June 14, 2024, detailing executive compensation and annual meeting information for the fiscal year ending January 31, 2024. The filing includes data on equity awards granted to its principal executive officers, with specific values for fiscal years 2021 through 2024.

Why It Matters

This filing provides transparency into how Autodesk compensates its top executives, which can influence investor decisions and perceptions of company management.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of executive compensation and annual meeting information, not indicating any immediate financial distress or significant operational changes.

Key Numbers

• 2024 — Fiscal Year End (Reporting period for executive compensation data.)
• 2023 — Fiscal Year End (Previous reporting period for executive compensation data.)
• 2022 — Fiscal Year End (Earlier reporting period for executive compensation data.)
• 2021 — Fiscal Year End (Earliest reporting period for executive compensation data.)

Key Players & Entities

• Autodesk, Inc. (company) — Filer
• 0000769397-24-000101.txt (document) — Filing document name
• 20240614 (date) — Filing date
• 20240131 (date) — Fiscal year end

FAQ

Key Financial Figures

• $5.50 b — inancial Highlights Total revenue was $5.50 billion, an increase of 10 percent as rep
• $1.13 b — nt of total. GAAP operating income was $1.13 billion, compared to $989 million last ye
• $989 million — g income was $1.13 billion, compared to $989 million last year. GAAP operating margin was 21
• $1.96 b — tal non-GAAP income from operations was $1.96 billion, compared to $1.79 billion last y
• $1.79 billion — erations was $1.96 billion, compared to $1.79 billion last year. Non-GAAP operating margin wa
• $1.31 b — from operating activities decreased to $1.31 billion, compared to $2.07 billion in fis
• $2.07 billion — decreased to $1.31 billion, compared to $2.07 billion in fiscal 2023. Free cash flow decrease
• $1.28 b — iscal 2023. Free cash flow decreased to $1.28 billion, compared to $2.03 billion in fis
• $2.03 billion — decreased to $1.28 billion, compared to $2.03 billion in fiscal 2023. (1) Our free cash flow
• $4 — GAAP diluted net income per share was $4.19, compared to $3.78 last year. Non-G
• $3.78 — income per share was $4.19, compared to $3.78 last year. Non-GAAP diluted net income
• $7 — n-GAAP diluted net income per share was $7.60, compared to $6.63 last year. (1) 1
• $6.63 — income per share was $7.60, compared to $6.63 last year. (1) 1-Y Total Shareholder R

Filing Documents

• adsk-20240613.htm (DEF 14A) — 1508KB
• adsk-20240613_g1.jpg (GRAPHIC) — 71KB
• adsk-20240613_g10.jpg (GRAPHIC) — 31KB
• adsk-20240613_g11.jpg (GRAPHIC) — 173KB
• adsk-20240613_g12.jpg (GRAPHIC) — 352KB
• adsk-20240613_g13.jpg (GRAPHIC) — 77KB
• adsk-20240613_g14.jpg (GRAPHIC) — 1103KB
• adsk-20240613_g15.jpg (GRAPHIC) — 364KB
• adsk-20240613_g16.jpg (GRAPHIC) — 526KB
• adsk-20240613_g17.jpg (GRAPHIC) — 74KB
• adsk-20240613_g18.jpg (GRAPHIC) — 61KB
• adsk-20240613_g19.jpg (GRAPHIC) — 17KB
• adsk-20240613_g2.jpg (GRAPHIC) — 4KB
• adsk-20240613_g20.jpg (GRAPHIC) — 9KB
• adsk-20240613_g21.jpg (GRAPHIC) — 17KB
• adsk-20240613_g22.jpg (GRAPHIC) — 16KB
• adsk-20240613_g23.jpg (GRAPHIC) — 115KB
• adsk-20240613_g24.jpg (GRAPHIC) — 96KB
• adsk-20240613_g25.jpg (GRAPHIC) — 105KB
• adsk-20240613_g26.jpg (GRAPHIC) — 8KB
• adsk-20240613_g27.jpg (GRAPHIC) — 26KB
• adsk-20240613_g28.jpg (GRAPHIC) — 101KB
• adsk-20240613_g29.jpg (GRAPHIC) — 119KB
• adsk-20240613_g3.jpg (GRAPHIC) — 7KB
• adsk-20240613_g4.jpg (GRAPHIC) — 41KB
• adsk-20240613_g5.jpg (GRAPHIC) — 50KB
• adsk-20240613_g6.jpg (GRAPHIC) — 339KB
• adsk-20240613_g7.jpg (GRAPHIC) — 524KB
• adsk-20240613_g8.jpg (GRAPHIC) — 400KB
• adsk-20240613_g9.jpg (GRAPHIC) — 117KB
• 0000769397-24-000101.txt ( ) — 15272KB
• adsk-20240613.xsd (EX-101.SCH) — 1KB
• adsk-20240613_htm.xml (XML) — 137KB

Executive Compensation

Executive Compensation 27 Compensation Discussion and Analysis 27 Executive Summary 27 The Compensation-Setting Process 30 Competitive Compensation Positioning and Peer Group 32 Principal Elements of the Executive Compensation Program 33 Executive Benefits 39 Employment Agreement and Post-Employment Compensation 39 Compensation Committee Report 43 Summary Compensation Table 44 Grants of Plan-Based Awards in Fiscal Year 2024 45 Outstanding Equity Awards at Fiscal Year 2024 Year End 47 Option Exercises and Stock Vested in Fiscal Year 2024 48 Non-qualified Deferred Compensation for Fiscal Year 2024 48 CEO Pay Ratio 48 Pay versus Performance 49 Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement 54 Potential Payments Upon Termination or Change in Control 57 Compensation of Directors 60

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 65 Equity Compensation Plan Information 66 Delinquent Section 16(a) Reports 66 Report of the Audit Committee of the Board of Directors 67 Proposal One: Election of Directors 68 Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm 69 Principal Accounting Fees and Services 69 Pre-Approval of Audit and Non-Audit Services 69 Rotation 70 Proposal Three: Non-Binding Vote to Approve Compensation for Named Executive Officers 71 Stockholder Engagement on Executive Compensation 71 Compensation Guiding Principles 71 Leading Compensation Governance Practices 72 Proposal Four: Amend and Restate Our Certificate of Incorporation to Permit Stockholders to Call Special Meetings and to Eliminate Inoperative Provisions 73 Proposal Five: Stockholder Proposal to Allow Stockholders to Call Special Meetings 76 Information About the 2024 Annual Meeting of Stockholders 79 Other Matters 85 Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures A-1 Appendix B - Proposed Amended and Restated Certificate of Incorporation B-1 Appendix C - Proposed Amended and Restated Bylaws Section 2.3 C-1 Special Note About Forward-Looking Statements This proxy statement includes statements regarding future plans, expectations, beliefs, intentions and prospects that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words "will," "expects," "could," "would," "may," "anticipates," "intends," "plans," "believes," "seeks," "targets," "estimates," "looks for," "looks to," "continues" and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-look

Executive Compensation Highlights

Executive Compensation Highlights Compensation Guiding Principles The Compensation Committee believes that Autodesk's executive compensation program should be designed to attract, motivate, and retain talented executives and should provide a rigorous framework that is tied to stockholder returns, company performance, long-term strategic corporate goals, and individual performance. 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. Within this framework, the total compensation for each executive officer varies based on multiple dimensions: Whether Autodesk achieves its short-term and long-term financial and non-financial objectives; Autodesk's TSR relative to companies in the North American Technology Software Index; The specific role and responsibilities of the officer; Each individual officer's skills, competency, contributions, and performance; Internal pay alignment considerations; and Retention considerations. 4 | AUTODESK, INC. Leading Compensation Governance Practices Autodesk's executive compensation objectives are supported by policies and strong governance practices that align executives' interests with the interests of our stockholders. Some of the program's most notable features are highlighted in the table below and summarized in the section titled "Compensation Discussion and Analysis." What We Do What We Do Not Do a Engage in robust stockholder outreach x Allow hedging, pledging, or trading in Autodesk derivative securities a Tie a significant percentage of NEO total pay to achievement of critical financial objectives and stockholder value creation x Reprice stock options a Employ maximum payouts on performance-based cash and equity incentive compensation x Offer executive benefi