8-KLeadership ChangesExhibits & Filings

Autodesk, Inc. 8-K Report, Executive Changes (Dec 18, 2024)

Filed December 18, 2024For Securities:ADSK

Summary

Autodesk, Inc. (ADSK) has announced significant changes to its Board of Directors. The company has expanded its Board by two members, appointing John T. Cahill and Ram Krishnan. These appointments are effective immediately and are intended to fill newly created vacancies. Both Mr. Cahill and Mr. Krishnan are being compensated as non-employee directors according to the company's standard policy, including Restricted Stock Unit awards. Furthermore, the filing notes the upcoming retirement of Director Lorrie Norrington, who will not seek re-election at the 2025 Annual Meeting of Stockholders. In a separate development, Elizabeth Rafael will transition from her current role to an Advisor position, assisting with the Chief Financial Officer's onboarding process through April 30, 2025. Ms. Rafael will continue to serve on the Board during this period. These changes suggest a strategic refreshment of the Board and a planned transition in key personnel.

Key Highlights

  • 1Autodesk appointed two new independent directors, John T. Cahill and Ram Krishnan, to its Board of Directors.
  • 2The Board size has been increased to thirteen members to accommodate these new appointments.
  • 3Director Lorrie Norrington has informed the Board of her intention not to stand for re-election at the 2025 Annual Meeting.
  • 4Elizabeth Rafael will transition to an Advisor role through April 30, 2025, focusing on CFO onboarding.
  • 5Ms. Rafael will continue to serve as a member of the Board while acting as an Advisor.
  • 6New directors will receive compensation in line with the company's Director Compensation Policy and RSU awards.

Frequently Asked Questions

The appointment of John T. Cahill and Ram Krishnan to the Board of Directors signifies a strategic expansion and potential refreshment of Autodesk's governance. Their experience may bring new perspectives and expertise to the company's strategic direction and oversight.

Elizabeth Rafael's transition to an Advisor role is to assist with the onboarding of the new Chief Financial Officer. This indicates a planned transition period to ensure a smooth handover of responsibilities and knowledge transfer.

Lorrie Norrington's decision not to seek re-election at the 2025 Annual Meeting suggests a planned succession or rotation of board members. Investors may look to future filings for details on the composition and expertise of the Board moving forward.

Yes, as non-employee directors, Mr. Cahill and Mr. Krishnan will be compensated according to Autodesk's Director Compensation Policy, which includes a Restricted Stock Unit award.