8-KLeadership ChangesCorporate ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Mar 25, 2013)

Filed March 25, 2013For Securities:ADSK

Summary

This Autodesk 8-K filing from March 2013 details significant changes in its board composition and executive compensation structure. The company announced the election of Tom Georgens, CEO of NetApp, to its Board of Directors, bringing extensive experience in data management and technology. This move expands the board to ten directors and is accompanied by standard director compensation arrangements, including an initial restricted stock unit grant. Additionally, Autodesk has entered into an amended and restated employment agreement with its CEO, Carl Bass, effective April 1, 2013. This agreement outlines a base salary of $1,030,000 and eligibility for the Executive Incentive Plan (EIP), with specific provisions for termination and severance. The filing also addresses the approval of target awards and payout formulas for the EIP for fiscal year 2014, with metrics tied to revenue, non-GAAP operating margin, and for Mr. Bass, non-GAAP earnings per share. Finally, the company details a sales commission plan for Steven Blum, SVP of Worldwide Sales and Services, and the adoption of a new Performance Stock Unit (PSU) program for executives, linking a portion of their compensation to achieving specific financial and total shareholder return targets.

Key Highlights

  • 1Autodesk elected Tom Georgens, CEO of NetApp, to its Board of Directors.
  • 2The Board of Directors was expanded from nine to ten members.
  • 3Carl Bass, President and CEO, signed an amended and restated employment agreement, effective April 1, 2013, with an annual base salary of $1,030,000.
  • 4The Executive Incentive Plan (EIP) for fiscal year 2014 was approved, with performance metrics including revenue, non-GAAP operating margin, and for the CEO, non-GAAP earnings per share.
  • 5A new Performance Stock Unit (PSU) program was adopted for executives, with vesting tied to annual financial results and total shareholder return.
  • 6Steven Blum, SVP of Worldwide Sales and Services, has a fiscal 2014 Sales Commission Plan tied to revenue and contribution margin objectives.

Frequently Asked Questions

Tom Georgens is the CEO and President of NetApp, Inc. He was elected to Autodesk's Board of Directors on March 21, 2013. His appointment brings significant executive leadership experience from the technology and data management sector. His compensation as a non-employee director includes an annual fee and an initial restricted stock unit grant.

The amended and restated employment agreement for Carl Bass, effective April 1, 2013, sets his annual base salary at $1,030,000 and ensures his continued eligibility for the Executive Incentive Plan (EIP) with a target of at least 125% of his base salary. The agreement also includes provisions for severance benefits, such as equity award acceleration, in specific termination scenarios like termination without cause or resignation for good reason, particularly in connection with a change of control.

Executive compensation is structured around base salary, short-term incentives through the Executive Incentive Plan (EIP), and long-term incentives via Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). The EIP's payouts for fiscal year 2014 are tied to achieving specific revenue, non-GAAP operating margin, and for the CEO, non-GAAP earnings per share goals. The PSUs vest over three years based on annual financial results and total shareholder return performance compared to the S&P Computer Software Select Index.

The amendment to the Bylaws to increase the number of directors from nine to ten, effective immediately upon adoption on March 21, 2013, allows for greater flexibility in board composition and potentially the ability to add more diverse expertise. It also signifies a proactive approach to board governance by Autodesk.