8-KLeadership ChangesCorporate ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Mar 31, 2010)

Filed March 31, 2010For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) filed an 8-K on March 31, 2010, detailing significant corporate governance and compensation-related events. The most notable update for investors is the appointment of Mary T. McDowell to the Board of Directors on March 26, 2010. Ms. McDowell will receive standard non-employee director compensation, including an annual fee of $75,000 and an initial stock option grant of 50,000 shares, vesting over three years. This expansion of the board reflects a commitment to diverse expertise at the leadership level. Furthermore, the filing outlines the approval of executive participation in the Executive Incentive Plan (EIP) for fiscal year 2011, with payouts tied to the achievement of specific revenue and non-GAAP operating margin goals. The Compensation Committee retains discretion over final bonus amounts, which can range from zero to exceeding target percentages based on performance. Additionally, compensation targets for Executive Vice President Ken Bado under the Sales Commission Plan for FY2011 were approved, linking a significant portion of his compensation to sales performance.

Key Highlights

  • 1Autodesk appointed Mary T. McDowell to its Board of Directors on March 26, 2010.
  • 2Ms. McDowell will receive $75,000 annually and an initial stock option grant for 50,000 shares vesting over three years.
  • 3The Board of Directors was expanded from eight to nine members via an amendment to the company's Bylaws.
  • 4Executives are eligible to participate in the Fiscal Year 2011 Executive Incentive Plan (EIP).
  • 5EIP payouts for executives will be contingent on achieving specific revenue and non-GAAP operating margin targets for FY2011.
  • 6The Compensation Committee has discretion to adjust bonus payouts under the EIP.
  • 7Compensation targets for Executive Vice President Ken Bado under the FY2011 Sales Commission Plan were approved, with a substantial portion tied to sales performance.

Frequently Asked Questions

Mary T. McDowell was appointed to Autodesk's Board of Directors on March 26, 2010. As a non-employee director, she will receive an annual compensation of $75,000 and an initial stock option grant to purchase 50,000 shares of common stock, which vests over a three-year period. The exercise price of the options will be the fair market value on the date of grant.

For Fiscal Year 2011, executive officers are eligible to participate in the Executive Incentive Plan (EIP). The actual bonuses will depend on the achievement of specific revenue and non-GAAP operating margin goals for FY2011. The Compensation Committee has the discretion to adjust bonus payouts, and recipients must be employees on the payout date.

The Board of Directors amended Article III, Section 3.2 of the company's Bylaws on March 26, 2010, to increase the number of directors from eight to nine. This change aligns with the appointment of Mary T. McDowell to the board.

Ken Bado, Executive Vice President of Sales and Services, has had his compensation targets approved under the Sales Commission Plan for FY2011. Approximately 38% of his targeted cash compensation is linked to achieving specific revenue and contribution margin objectives related to sales.