Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the registrant  x                            Filed by a Party other than the registrant  ¨
Check the appropriate box:
¨Preliminary proxy statement
¨Confidential, for use of the commission only (as permitted by Rule 14a-6(e)(2))
xDefinitive proxy statement
¨Definitive additional materials
¨Soliciting material under § 240.14a-12
AUTODESK, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
xNo fee required.
¨Fee paid previously with preliminary materials.
¨Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



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May 3, 2022
Dear Autodesk Stockholder:
You are cordially invited to attend Autodesk’s 2022 Annual Meeting of Stockholders to be held on Thursday, June 16, 2022, beginning at 3:00 p.m., Pacific Time. This year’s Annual Meeting will be held in a virtual format, through a live audio webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/ADSK2022. Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online. A transcript with the entire Annual Meeting will be available on the Autodesk Investor Relations website after the meeting. For further information on how to participate in the meeting, please see the section titled “Information About the 2022 Annual Meeting of Stockholders” in this Proxy Statement.
The Notice of 2022 Annual Meeting of Stockholders and Proxy Statement contain details of the business to be conducted during the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted. We urge you to promptly vote and submit your proxy (1) via the Internet, (2) by phone, or (3) if you received your proxy materials by mail, by signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided for your convenience. Your vote is very important.

We hope you will be able to attend this year’s Annual Meeting. We will report on fiscal year 2022, and there will be an opportunity for stockholders to ask questions. You may submit a question in advance of the meeting at proxyvote.com after logging in with the control number found next to the label for postal mail recipients or within the body of the email sending you the Proxy Statement. Live questions may be submitted online beginning shortly before the start of the Annual Meeting through www.virtualshareholdermeeting.com/ADSK2022.
On behalf of the Board of Directors, I would like to express our appreciation for your continued support of Autodesk.

Very truly yours,

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Andrew Anagnost
President and Chief Executive Officer




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Notice of 2022 Annual Meeting of Stockholders

Date
Thursday, June 16, 2022
Time3:00 p.m., Pacific Time
Virtual Meeting
This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/ADSK2022.
Record Date
April 19, 2022. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.
Proxy Voting
Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance. You can vote your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form. If you wish to vote by mail, we have enclosed an addressed envelope with postage prepaid if mailed in the United States. If you attend the Annual Meeting, you may vote online during the Annual Meeting even if you previously voted.
Address of Corporate Headquarters111 McInnis Parkway, San Rafael, California 94903
Meeting Details
See the section titled “Information About the 2022 Annual Meeting of Stockholders” in this Proxy Statement.

                                                                                                                                               ITEMS OF BUSINESSBOARD RECOMMENDATION
(1)
To elect the ten directors listed in the accompanying Proxy Statement to serve for the coming year and until their successors are duly elected and qualified.
FOR each director nominee
(2)
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2023.
FOR
(3)To hold a non-binding vote to approve compensation for our named executive officers.FOR
(4)To approve the Autodesk 2022 Equity Incentive Plan.FOR

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on June 16, 2022: Our 2022 Proxy Statement and Annual Report to Stockholders are available at: https://materials.proxyvote.com/052769

By Order of the Board of Directors,
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Ruth Ann Keene
Executive Vice President, General Counsel and Secretary
May 3, 2022





 
Table of Contents
Director Nominees



Delinquent Section 16(a) Reports





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-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” of our Forms 10-K and 10-Q. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxy statement, except as required by law.

No Incorporation By Reference

This proxy statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.

Fiscal Year

Our fiscal year ends on January 31. References to “fiscal year 2022,” for example, refer to the fiscal year ended January 31, 2022.




Fiscal Year 2022 Strategic Priorities and Performance Highlights

Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, their businesses, and the world. In fiscal year 2022, we delivered record full-year revenue, cash flow from operating activities and free cash flow. Several factors contributed to our strong results and competitive performance, including robust renewal rates, strong growth in subscriptions, and rapidly expanding digital sales. They were underpinned by perennial factors, including our ability to deliver greater value to our customers and partners through consistent investment in our technology, work force, business model and customer experience.

While the pandemic had considerable human and economic impacts, in many ways it has accelerated the pace of change and increased our confidence in our strategy to transform the industries we serve with end-to-end, cloud-based solutions that enable our customers to drive efficiency and sustainability. The structural growth drivers underpinning this strategy have been reinforced by the pandemic, including increased workflow convergence and platform standardization; a growing focus on distributed working in the cloud, automation, and workforce productivity; and also the growing importance of sustainability.

Our business model is scalable and extensible into adjacent verticals which add new users, use cases and usage. During the year, we completed a number of acquisitions including Innovyze, which extends Autodesk’s presence in water infrastructure, Upchain, a cloud-native product data and lifecycle management solution, and Moxion, which will enable us to connect media and entertainment workflows and data from post-production to preproduction.

Empowering innovators with design-and-make technology to achieve the new possible also enables them to build and manufacture efficiently and sustainably. We continue to execute well in challenging times and look forward to Autodesk’s next 40 years with excitement and optimism.

REVENUEGAAP OPERATING INCOMENON-GAAP OPERATING INCOME (1)
p 16% from fiscal year 2021
q 2% from fiscal year 2021
p 26% from fiscal year 2021
$4.39B$618M$1.40B
CASH FLOW FROM OPERATING ACTIVITIESFREE CASH FLOW (1)3-Y TOTAL
SHAREHOLDER RETURN
p 6% from fiscal year 2021
p 10% from fiscal year 2021
p 70% from fiscal year 2019
$1.53B$1.48B70%
 _________________
(1) A reconciliation of GAAP to non-GAAP results is provided in Appendix A.







2022 Proxy Statement | 1


Corporate Governance Highlights

Our Board of Directors

We believe that our director nominees are highly qualified and well suited to continue providing effective oversight of our rapidly evolving business. Our director nominees provide our Board with a balance of relevant critical skills and an effective mix of experience, knowledge, and diverse viewpoints. Our nominees’ backgrounds include technology industry, senior leadership, outside public company board, financial, academic, and international experience. Our slate of Board nominees is also balanced with a range of tenure, diversity, and age.

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* Our Board includes one female director who identifies as African American and one director who identifies as LGBTQ+.
**  Director tenure is measured by completed years of service from the initial month of service through the filing of Autodesk’s annual Proxy Statement.

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The following table provides summary information about each of our director nominees. Each director is elected annually by a majority of votes cast. Each of our directors, other than Dr. Anagnost, our Chief Executive Officer, is an “independent director” within the meaning of applicable Nasdaq Global Select Market (“NASDAQ”) listing standards.
NameAgeDirector SincePrincipal OccupationIndependentCommittees
ACCHRCCGNC
Andrew Anagnost572017President and Chief Executive Officer, Autodesk, Inc.
Karen Blasing652018Former Chief Financial Officer,
Guidewire Software, Inc.
ü
ü
À
Reid French502017Former Chief Executive Officer,
Applied Systems, Inc.
ü
ü
Dr. Ayanna Howard502019Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyroboticsü
ü
Blake Irving622019Former Chief Executive Officer,
GoDaddy Inc.
üü
Mary T. McDowell572010Chief Executive Officer,
Mitel Networks Corporation
üC
Stephen Milligan582018Former Chief Executive Officer,
Western Digital Corporation
ü
ü
À
Lorrie M. Norrington622011Adviser and Operating Partner,
Lead Edge Capital Management, LLC
üC
Elizabeth (Betsy) Rafael602013Former Chief Transformation Officer, GoDaddy Inc.ü
C
À
Stacy J. Smith592011Executive Chairman, Kioxia Corporation
ü
CB
ü
CB Non-Executive Chair of Board     C Committee Chair ü Member À Financial Expert, as defined in the rules of the SEC
AC     Audit Committee                    
CHRC     Compensation and Human Resources Committee
CGNC     Corporate Governance and Nominating Committee

Corporate Governance Guidelines

We believe the highest standards of corporate governance and business conduct are essential to running our business efficiently, serving our stockholders well, and maintaining our integrity in the marketplace. Over the years, we have devoted substantial attention to the subject of corporate governance and have developed Corporate Governance Guidelines, which set forth the principles that guide our Board in overseeing corporate governance, maintaining its independence, evaluating its own performance and the performance of our executive officers, and setting corporate strategy. The Board reviews our governance practices, corporate governance developments, and stockholder feedback on a regular basis to ensure continued effectiveness.

Stockholder Engagement

Our Board is committed to ensuring that stockholder feedback informs our strong governance practices. In fiscal year 2022, independent members of our Board and members of our management team engaged with a cross-section of stockholders owning approximately 50% of our outstanding shares and provided shareholder feedback to the Board. We met with representatives from passive funds as well as active funds to discuss strategy, our executive and employee compensation programs, workforce diversity, board composition, the continuing impacts of COVID-19, and a broad range of ESG issues. This outreach enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base. We will continue to engage with stockholders to maintain an open dialogue and ensure that we have an in-depth understanding of our stockholders’ perspectives.


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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.

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 DoWhat We Do Not Do
a
Robust stockholder outreach program
x
Allow hedging, pledging, or trading in Autodesk derivative securities
a
Significant percentage of NEO total pay tied to achievement of critical financial and stockholder value creation
x
Reprice stock options
a
Caps on performance-based cash and equity incentive compensation
x
Offer executive benefits and excessive perquisites
a
Significant stock ownership requirements
x
Fixed-term employment agreements
a
Clawback policy
a
Double-trigger change in control arrangements with no excise tax gross-up
a
Equity award grant policy
a
Effective risk management
a
Independent compensation committee and consultant

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Environment, Social, and Governance Programs

Impact at Autodesk

Autodesk is committed to advancing a more sustainable, resilient, and equitable world. We don’t believe in waiting for progress, we believe in making it. We take action as a business and to support our employees, customers, and communities in our collective opportunity to design and make a better world for all.

We focus our efforts to advance positive outcomes across three primary areas: energy and materials, health and resilience, and work and prosperity. These impact opportunity areas are derived from the UN Sustainable Development Goals (“SDGs”) and have been focused through a multi-pronged process to align the top needs of our stakeholders, the important issues of our business, and the areas we are best placed to accelerate positive impact at scale.

Many of these impact areas are manifest in the ways that our customers leverage our technology; for instance, the design and make of net-zero carbon buildings, resilient infrastructure, more sustainable products, and a thriving workforce. We realize these opportunities in our business through our inclusive culture and sustainability commitments, which include sourcing 100% renewable energy to power our operations and neutralizing the residual emissions through carbon offsets. We advance these opportunities with industry innovators through collaboration, funding, software donations, and training.

Board Engagement and Oversight

We leverage our governance structure to help ensure that our sustainability efforts are coordinated across all areas of our business. Our Board has oversight responsibility for ESG, with assistance from our Corporate Governance and Nominating Committee and our Compensation and Human Resources Committee in specific areas defined in their committee charters.

Our Board receives updates from management on our environmental, social, and governance initiatives and values feedback from our stockholders on these efforts. In fiscal year 2022, independent members of our Board and members of our management team engaged with stockholders owning approximately 50% of our outstanding shares, and met with many of our top investors to discuss topics including strategy, our executive and employee compensation programs, workforce diversity, board composition, the continuing impacts of COVID-19, and a broad range of ESG issues. Our directors also engage with our employees in various ways throughout the year, developing direct relationships below the executive management level. For example, members of our Board attend Autodesk’s annual leadership meetings, participate in fireside chats with employees, and visit our technology centers and other facilities.

Our Impact Team, led by our VP of ESG and Impact has direct responsibility for setting and implementing our corporate sustainability strategy, with oversight from our CEO and Board. The Impact Team reports on sustainability matters and major initiatives, including progress against sustainability goals and targets, to our CEO and Board.

Diversity, Inclusion and Belonging

Autodesk is committed to building and maintaining a diverse workforce and a culture of belonging that welcomes people from all backgrounds, perspectives, and beliefs. We have developed and adhere to a holistic, global Diversity and Belonging (“D&B”) strategy which is guided by feedback from employees representing all levels, regions, organizations, and a rich mix of demographics. Our D&B strategy includes initiatives such as inclusive leadership training for all people managers and senior employees, Culture Sprints for all employees to foster belonging, as well as hiring manager and interview classes that include training on mitigating bias and inclusive practices. This strategy is supported by objectives and goals focused on attracting a diverse workforce, expanding leadership diversity, and fostering a culture of belonging.

To help us build a more diverse workforce, we have continued to invest in our diversity partnerships. We partner with educational institutions and professional organizations around the globe supporting underrepresented groups in technology, and provide a variety of scholarships, internship programs, mentoring and development partnerships, and program support to organizations focused on women and underrepresented groups. We also have an Emerging

2022 Proxy Statement | 5


Leaders Program which is focused on developing a diverse cohort of leaders through professional development, mentoring, and networking opportunities.

Autodesk supports seven employee resource groups (“ERGs”), which are employee-led groups that bring employees together based on common backgrounds or diversity characteristics, to foster a sense of belonging and connection. These ERGs are sponsored by senior leaders and provide communities for underrepresented groups and their allies.

Our commitment to diversity extends across all levels of our company, including senior leadership. In January 2022, we announced the appointment of a new Chief People Officer and General Counsel, both of whom expand the diversity of our senior leadership. We emphasized the importance of diversity, including diversity of gender, ethnicity, background, and experience, throughout the recruiting process. We also applied more flexibility around certain parameters, such as geography and work experience, to widen the pool of potential candidates. These efforts resulted in a diverse slate of candidates for both the Chief People Officer and General Counsel.

We recognize the importance of increasing diversity in our employee population, including representation of women and underrepresented people of color in technical and sales roles, and in leadership. In fiscal year 2021, we began publishing our EEO-1 Report externally. We also provide transparent information around our workforce composition on our website, including the composition of recent hires. Our D&B strategy and leadership recruiting process support our efforts to increase workforce diversity and maintain transparency around our progress.

As a result of these efforts, Autodesk was named a Best Place to Work on Glassdoor’s Employees’ Choice Awards list in 2022. We also received a score of 100 on the Human Rights Campaign Foundation’s 2022 Corporate Equality Index (CEI), which is the national benchmarking tool for LGBTQ+.

Additional information on our diversity and belonging program, initiatives, and metrics can be found on our website at https://www.autodesk.com/company/diversity-and-inclusion.

Education

Autodesk is committed to helping fuel a lifelong passion for design and making among students of all ages, both within and outside the classroom. We offer free educational licenses of Autodesk’s professional software to students, educators, and accredited educational institutions worldwide. We inspire and support beginners with Tinkercad, a simple online 3D design and 3D printing tool. Through Autodesk Design Academy, we provide secondary and post-secondary schools hundreds of standards-aligned class projects to support design-based disciplines in Science, Technology, Engineering, Digital Arts, and Math (STEAM) using Autodesk’s professional-grade design, engineering, and entertainment software. Autodesk Design Academy curricula is also syndicated on iTunes U and Udemy, where millions of students go to learn online. Classes and projects are available on our Instructables website for anyone looking to expand their “making” skills. In November 2020, we launched a credential program, which empowers current and future Autodesk customers to learn in-demand toolsets, skillsets, and mindsets, while earning credentials that demonstrate their job readiness. We offer self-paced, modular learning through a range of skill levels, roles, and career ambitions, helping professionals demonstrate and apply relevant knowledge, step into emerging roles, and stay at the forefront of their industry. Our intention is to make Autodesk software ubiquitous and the design and making software of choice for those poised to become the next generation of professional users.

Environmental Sustainability

Climate Change

Autodesk’s leadership is committed to taking climate action, and that commitment is both a reflection of and an investment in our values and reputation in the marketplace. Our products and services help address global challenges posed by climate change by making it possible for our customers to innovate and respond to associated changes in regulation, building code, physical climate parameters, and other climate-related developments. In doing
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so, these efforts can directly and indirectly create more demand for Autodesk products and services in the short and long term.

Climate Change Management Actions

To drive continued progress and meet growing demand, we continue to expand the solutions, education, and support we offer, helping customers secure a competitive advantage for a low-carbon future by designing high-performance buildings, resilient cities and infrastructure, and more efficient transportation and products. To continue to grow this market, we provide software and support to early-stage entrepreneurs, nonprofit organizations, and start-up companies who are designing clean technologies. We are expanding these offerings based upon demand and opportunity in response to challenges posed by climate change. Furthermore, in fiscal year 2022, we integrated regular analysis of various climate scenarios into our enterprise strategy and risk processes.

Internally, we are investing in best practices to mitigate our greenhouse gas emissions (“GHGs”) and climate change risk through investments in renewable energy, energy efficiency, and disaster management and recovery strategies. In fiscal year 2022, we deployed a new sustainability financing framework to accelerate new and existing efforts in these areas. Details about this effort can be found in our Sustainability Financing Framework on our website at www.autodesk.com.

Emissions Performance & Other Key Performance Indicators

In fiscal year 2022, we launched our second science-based GHG reduction target, to reduce Scope 1 and Scope 2 GHGs 50%, and reduce Scope 3 GHGs per dollar of gross profit 25%, by fiscal year 2031, compared to fiscal year 2020.

In fiscal year 2021, we attained our ongoing commitment to being net-zero emissions, and were responsible for neutralizing 126,000 metric tons of carbon dioxide equivalent across our Scopes 1, 2, and 3 market-based boundary. This represents a 45% reduction compared to our fiscal year 2020 base line. Our assured results for fiscal year 2022 and our ongoing commitments are published in our fiscal year 2022 impact report. This change in GHGs largely stemmed from changes in travel during the global pandemic, and also continued investment in renewable energy and efficiency across our operations. More information about our sustainability commitment can be found in our annual impact reports, which we have published on our website since 2008. Our fiscal year 2022 impact report is published in the second quarter of fiscal 2023.

Philanthropy

The Autodesk Foundation (the “Foundation”), a privately funded 501(c)(3) charity organization established and solely funded by us, leads our philanthropic efforts. The purpose of the Foundation is twofold: to support employees to create a better world at work, at home, and in the community by matching employees’ volunteer time and/or donations to nonprofit organizations; and to support organizations and individuals using design to drive positive social and environmental impact. In the latter case, we use grants and impact investments, software donations, and training to accomplish this goal, selecting the most impactful and innovative organizations around the world, thus leading to a better future for our planet. On our behalf, the Foundation also administers a discounted software donation program to nonprofit organizations, social and environmental entrepreneurs, and others who are developing design solutions that will shape a more sustainable future. During fiscal 2020, Autodesk committed to target 1% of annual operating margin for the long-term support of the Autodesk Foundation.


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Governance and our Board of Directors

Autodesk is committed to the highest standards of corporate ethics and diligent compliance with financial accounting and reporting rules. Our Board provides independent leadership in the exercise of its responsibilities. Our executive officers oversee a strong system of internal controls and compliance with corporate policies and applicable laws and regulations. Our employees operate in a climate of responsibility, candor, and integrity.
Key highlights of our Board and corporate governance practices are set forth below:

ü
9 out of 10 Director Nominees are Independent
ü
Annual Election of Directors and Majority Voting
ü
Separate Chair and CEO
ü
All Committee Chairs and Members are Independent
ü
Limit on Outside Directorships
ü
Proxy Access Right on Market Terms
ü
Annual Board and Committee Self-Evaluations, periodically using a third-party facilitator
ü
50% of Directors are Gender and/or Ethnically Diverse
ü
Director orientation and continuing education and strategy programs for directors
ü
Stockholder Engagement with Holders of Approximately 50% of Our Outstanding Shares in Fiscal Year 2022
ü
Regular Executive Sessions of Independent Directors at quarterly Board and Committee meetings
ü
Stock Ownership Policy for Directors and Executive Officers


Our Board of Directors

Our business is managed under the direction of our Board, which is currently composed of ten members. Each of our director nominees was elected by stockholders at the 2021 Annual Meeting of Stockholders. Each director is elected annually by a majority of votes cast. Of our 10 nominees, nine are “independent” within the meaning of the applicable Nasdaq listing standards. There are no family relationships among any of our directors or executive officers.

We believe that our director nominees are highly qualified and well suited to continue providing effective oversight of our rapidly evolving business, and that they provide our Board with an effective mix of diverse viewpoints. The following table highlights the number of our director nominees who share certain categories of relevant critical skills, experiences and knowledge that uniquely qualify them to serve on our Board.















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Skills, Experience and Knowledge of Director Nominees
:
10TechnologyNominees with experience in the software and technology industries help us to analyze our research and development efforts, competing technologies, the various products and processes that we develop, and the industries in which we compete.
¬10Leadership Nominees who have served in senior leadership positions enhance our Board’s ability to identify and develop those qualities in management. They also bring a practical understanding of organizations, processes, strategy, risk management, and methods to drive change and growth.
è10Financial Nominees who have knowledge of financial markets, financing operations, and accounting and financial reporting processes assist us in understanding, advising, and overseeing our capital structure, financing and investing activities, and our financial reporting and internal controls.
¸9Global Business As a global organization with offices and customers located throughout the United States and internationally, nominees with global expertise bring useful business and cultural perspectives that relate to many significant aspects of our business.
_8Public Company Board ServiceNominees who have served on other public company boards offer advice and insights on the dynamics and operation of a board of directors, the relations of a board with senior management, and oversight of a changing mix of strategic, operational, and compliance-related matters.
See “Director Nominees” below for more detail regarding each nominee’s qualifications and relevant experience.

Director Nominees
The below biographies provide the name, age and certain biographical information as of March 31, 2022, about each nominee, and the nominees’ unique qualifications to serve on the Board.
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Andrew Anagnost
President and Chief Executive Officer
Age: 57 | Director since 2017
Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017, and Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was our Vice President, Product Suites and Web Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for our manufacturing division from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at Autodesk. Prior to joining Autodesk, Dr. Anagnost held various engineering, sales, marketing, and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center. Dr. Anagnost holds a bachelor of science degree in Mechanical Engineering from California State University, Northridge, and holds both an MS in Engineering Science and a PhD in Aeronautical Engineering and Computer Science from Stanford University.

Qualifications

Dr. Anagnost brings to the Board extensive experience in the technology industry, and has spent two decades in management roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep knowledge and understanding of Autodesk’s business, operations, and employees; the opportunities and risks we face; and management’s strategy and plans for accomplishing Autodesk’s goals.

Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as a member of the Board for as long as he is employed by Autodesk as CEO.

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Stacy J. Smith
Non-Executive Chair of the Board of Directors
Age: 59 | Director since 2011 | Independent
Autodesk Committees: Corporate Governance and Nominating
Mr. Smith is the non-executive Chair of the Board of Directors. Mr. Smith currently serves as the executive chairman of Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company. Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation from February 2017 to January 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales of Intel Corporation from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith has served on the board of directors of Kioxia Corporation since October 2018. Mr. Smith also serves on The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Metromile, Inc., from July 2018 to February 2021, Virgin America from February 2014 until it was acquired by Alaska Air Group in December 2016, and Gevo, Inc. from June 2010 to June 2014.
 
Qualifications

Mr. Smith is independent and his more than two decades of experience in the technology industry provide him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His management positions with Intel, including his finance and executive roles, and his time spent overseas, provide him with critical insight into the operational requirements of a global company and the management and consensus-building skills required to lead our Board as non-executive Chair and to serve on our Corporate Governance and Nominating Committee.

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Karen Blasing
Age: 65 | Director since 2018 | Independent
Autodesk Committees: Audit
Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the Chief Financial Officer of Guidewire Software, Inc., an insurance software company, from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the Chief Financial Officer for Force 10 Networks and Senior Vice President of Finance for salesforce.com, Inc. Ms. Blasing also served as Chief Financial Officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on the boards of directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously served on the board of directors of Ellie Mae, Inc., from June 2015 to May 2019.

Qualifications

Ms. Blasing is independent and has more than 25 years of executive operational and financial experience in the technology industry. Ms. Blasing’s experience at Guidewire Software, Force 10 Networks, salesforce.com, and Nuance Communications provides her with a strong understanding of Autodesk’s business and international operational challenges. Her experience as a chief financial officer provides her with the financial acumen necessary to serve on our Audit Committee.


10 | AUTODESK, INC.


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Reid French
Age: 50 | Director since 2017 | Independent
Autodesk Committees: Compensation and Human Resources
Mr. French has over 20 years of executive leadership experience in the software industry. Mr. French served as Chief Executive Officer of Applied Systems, Inc., a leading cloud software provider to the insurance industry, from September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020. Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design software company, from April 2005 until October 2010, when Intergraph was acquired by Hexagon AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph. Mr. French holds a bachelor’s degree in economics from Davidson College, where he serves on the College’s board of trustees. He also holds an M.B.A. from the Harvard Business School. He sits on the board of directors of Anthology, Inc., and NetDocuments Software, Inc.

Qualifications

Mr. French is independent and his executive operational and strategic leadership experience in the technology industry provide him with a deep understanding of Autodesk’s technology and business. Mr. French’s years of service as an executive officer and his service on the board of directors of Applied Systems provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee.

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Dr. Ayanna Howard
Age: 50 | Director since 2019 | Independent
Autodesk Committees: Audit
Dr. Howard is an entrepreneur and expert in robotics, human-computer interaction, and artificial intelligence. Since March 2021, Dr. Howard has served as Dean of the College of Engineering at The Ohio State University. She is also a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering. In addition, Dr. Howard is the Founder and Chief Technology Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Dr. Howard previously served as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, at Georgia Institute of Technology from August 2015 to February 2021, and Chair of the School of Interactive Computing at Georgia Tech from January 2018 to February 2021. Prior to Georgia Tech, Dr. Howard served as Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion Laboratory. Dr. Howard serves on the board of Motorola Solutions, inc. and serves on the advisory boards for numerous robotics and AI-based organizations. Dr. Brown holds a degree from Brown University, an M.S. and Ph.D. in Electrical Engineering from the University of Southern California, as well as an M.B.A. from the Drucker Graduate School of Management.

Qualifications

Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in the technology industry provide her with a deep understanding of Autodesk’s technology and business. Her experience as an entrepreneur and founder and her business degree provide her with the financial acumen necessary to serve on our Audit Committee.

2022 Proxy Statement | 11


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Blake Irving
Age: 62 | Director since 2019 | Independent
Autodesk Committees: Compensation and Human Resources
Mr. Irving has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as the Chief Executive Officer of GoDaddy Inc., an Internet domain registrar and web hosting company, from January 2013 to January 2018, and served on the board of directors of GoDaddy from May 2014 to June 2018. From 2010 to 2012, Mr. Irving served as Chief Product Officer of Yahoo! Inc. From 2009 to 2010, Mr. Irving was a Professor in the M.B.A. program at Pepperdine University. From 1992 to 2007, Mr. Irving served in various senior and management roles at Microsoft Corporation, including most recently as Corporate Vice President of Windows Live Platform Group. Mr. Irving has served on the boards of directors of DocuSign, Inc., since August 2018, ZipRecruiter, Inc., since November 2018, and Flowhub, LLC, since January 2020.

Qualifications

Mr. Irving is independent and has more than 25 years of executive operational and strategic leadership experience in the technology industry. Mr. Irving’s experience at GoDaddy, Yahoo!, and Microsoft provides him with a strong understanding of Autodesk’s industry, business, and international operational challenges, and with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee.

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Mary T. McDowell
Age: 57 | Director since 2010 | Independent
Autodesk Committees: Compensation and Human Resources (Chair)
Ms. McDowell served as the President and Chief Executive Officer of Mitel Networks Corporation, a telecommunications company, from October 2019 to November 2021. Previously, Ms. McDowell served as the Chief Executive Officer and member of the board of directors at Polycom, Inc., from September 2016 to July 2018, when the company was acquired by Plantronics, Inc. Prior to Polycom, Ms. McDowell was an Executive Partner at Siris Capital, LLC. She served as Executive Vice President in charge of Nokia’s Mobile Phone unit from July 2010 to July 2012 and as Executive Vice President and Chief Development Officer of Nokia Corporation from January 2008 to July 2010. Previously, Ms. McDowell served as Executive Vice President and General Manager of Enterprise Solutions of Nokia from January 2004 to December 2007. Prior to joining Nokia in 2004, Ms. McDowell spent 17 years in various executive, managerial, and other positions at Compaq Computer Corporation and Hewlett-Packard Company, including serving as Senior Vice President, Industry-Standard Servers of Hewlett-Packard. Ms. McDowell has served as Board Chair of Mitel Networks Corporation since November 2021 and as lead director of Informa plc since November 2021, having served as a director of Informa plc since June 2018. Ms. McDowell previously served as a director of UBM plc from August 2014 to June 2018 and Bazaarvoice, Inc., from December 2014 to October 2016.

Qualifications

Ms. McDowell is independent and brings to our Board extensive management experience in the technology industry. Her two and a half decades of experience working for global technology companies focused on innovation and collaboration provide her with a firm understanding of Autodesk’s core mission, business, and technology. Her years of service as an executive officer at Polycom, Nokia, and other technology companies, including Compaq Computer and Hewlett-Packard, provide her with the executive compensation knowledge necessary to serve as Chair of our Compensation and Human Resources Committee.


12 | AUTODESK, INC.


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Stephen Milligan
Age: 58 | Director since 2018 | Independent
Autodesk Committees: Audit
Mr. Milligan served as Chief Executive Officer of Western Digital Corporation, a data storage company, from January 2013 to March 2020, and as its president from March 2012 to October 2015. Previously, Mr. Milligan served as the Chief Financial Officer of Hitachi Global Storage Technologies (“HGST”) from 2007 to 2009, and as HGST’s Chief Executive Officer from 2009 to 2012, when Western Digital acquired HGST. From January 2004 to September 2007, Mr. Milligan served as Western Digital’s Chief Financial Officer after serving in other senior finance roles at Western Digital from September 2002 to January 2004. From April 1997 to September 2002, he held various financial and accounting roles of increasing responsibility at Dell Inc. and was employed at Price Waterhouse for 12 years prior to joining Dell. Mr. Milligan holds a Bachelor of Science degree in Accounting from The Ohio State University. Mr. Milligan has served on the board of directors of Ross Stores, Inc., since January 2015, and served on the board of directors of Western Digital Corporation from January 2013 to May 2020.

Qualifications

Mr. Milligan is independent and has over 30 years of executive operational and financial leadership experience in the technology industry. Mr. Milligan’s experience at Western Digital and HGST, including his finance and executive roles, provides him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His experience as a CFO and CEO provides him with the financial acumen necessary to serve on our Audit Committee.

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Lorrie M. Norrington
Age: 62 | Director since 2011 | Independent
Autodesk Committees: Corporate Governance and Nominating (Chair)
Ms. Norrington has over 35 years of operating experience in technology, software, and internet businesses. Ms. Norrington currently serves as an adviser and in an Operating Partner capacity for Lead Edge Capital, a growth equity firm that partners with world-class entrepreneurs and exceptional technology businesses. Ms. Norrington was President of eBay Marketplaces from July 2008 to September 2010 and held a number of senior management roles at eBay from July 2006 to June 2008. Prior to joining eBay, Ms. Norrington was President and CEO of Shopping.com, Inc., from June 2005 to July 2006. Prior to joining Shopping.com, Ms. Norrington served, from August 2001 to January 2005, initially as Executive Vice President of Small Business and later in the office of the CEO, at Intuit Inc. Before Intuit, Ms. Norrington served in a variety of executive positions at General Electric Corporation over a 20-year period, working in a broad range of industries and businesses. Ms. Norrington has served on the boards of directors of Asana, Inc., since September 2019, Colgate-Palmolive since September 2015, and HubSpot since September 2013. Previously, she served on the boards of directors of Eventbrite, Inc., from April 2015 to August 2020, BigCommerce from March 2015 to January 2020, DIRECTV from February 2011 until it was acquired by AT&T in July 2015, Lucasfilm from June 2011 until it was acquired by Disney in December 2012, McAfee, Inc,. from December 2009 until it was acquired by Intel in February 2011, and Shopping.com from November 2004 until it was acquired by eBay in August 2005.

Qualifications

Ms. Norrington is independent, has extensive experience in online commerce SaaS, and valuable management experience in the technology and manufacturing industries. Her three decades of building businesses and adapting to and capitalizing on rapid technological advancement provide Ms. Norrington with a unique perspective. Her executive and board experiences have provided her with the corporate governance skills required to serve on our Board and as Chair of our Corporate Governance and Nominating Committee.


2022 Proxy Statement | 13


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Betsy Rafael
Age: 60 | Director since 2013 | Independent
Autodesk Committees: Audit (Chair)
Ms. Rafael has over 30 years of executive financial experience in the technology industry. Ms. Rafael most recently served as Chief Transformation Officer at GoDaddy Inc., an Internet domain registrar and web hosting company, from May 2018 to November 2019. She served as Principal Accounting Officer of Apple Inc. from January 2008 to October 2012, and as its Vice President and Corporate Controller from August 2007 until October 2012. From April 2002 to September 2006, Ms. Rafael served as Vice President, Corporate Controller and Principal Accounting Officer of Cisco Systems, Inc., and held the position of Vice President, Corporate Finance at Cisco from September 2006 to August 2007. From December 2000 to April 2002, Ms. Rafael was the Executive Vice President, Chief Financial Officer, and Chief Administrative Officer of Aspect Communications, Inc., a provider of customer relationship portals. From April 2000 to November 2000, Ms. Rafael was Senior Vice President and CFO of Escalate, Inc., an enterprise e-commerce application service provider. From 1994 to 2000, Ms. Rafael held a number of senior positions at Silicon Graphics International Corp. (“SGI”), culminating her career at SGI as Senior Vice President and Chief Financial Officer. Prior to SGI, Ms. Rafael held senior management positions in finance with Sun Microsystems, Inc., and Apple Computers. Ms. Rafael began her career with Arthur Young & Company. Ms. Rafael has served on the board of directors of Informatica LLC, since July 2021, Proofpoint, Inc., from February 2021 through October 2021, and Kinaxis, Inc., since February 2020. She previously served on the boards of directors of Echelon Corporation from November 2005 to June 2018, GoDaddy Inc. from May 2014 to May 2018, Shutterfly, Inc., from June 2016 to September 2019, and PalmSource, Inc., from April 2004 to November 2005.

Qualifications

Ms. Rafael is independent and has more than 30 years of executive financial experience in the technology industry. Her experience at GoDaddy, Apple, and Cisco, including her finance and executive roles, provides her with a strong understanding of Autodesk’s industry, business, and international operational challenges. Her experience as a principal accounting officer provides her with the financial acumen necessary to serve as the Chair of our Audit Committee.

Independence of the Board

As required by the Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The Board has determined that, with the exception of Dr. Anagnost, our President and CEO, all of its members are “independent directors” as that term is defined by applicable Nasdaq listing standards. That definition includes a series of objective tests, including that the director is not an employee of the company and has not engaged in various types of business dealings with the company.

In addition, as further required by applicable Nasdaq listing standards, the Board has made a subjective determination as to each independent director that no relationships exist that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The independent directors meet regularly in executive session, without management present, as part of the quarterly meeting procedure. The Chair presides at executive sessions, which are intended to facilitate open discussion among the independent directors.

Board Leadership Structure

During fiscal year 2022, and since June 2018, Mr. Smith has served as our non-executive Chair of the Board. In this role, Mr. Smith brings his deep understanding of the business to focus on the right strategic opportunities and highlight key risks for the Board’s review. As our non-executive Chair, Mr. Smith sets the agenda for each meeting of the Board, in consultation with our CEO, presides at executive sessions, and facilitates communication between the Board, management, and stockholders.

14 | AUTODESK, INC.


The Board regularly evaluates its leadership structure to ensure that it supports effective independent oversight of Autodesk. Our Corporate Governance Guidelines direct the Board to fill the Chair of the Board and Chief Executive Officer positions after considering a number of factors, including the current size of our business, composition of the Board, current candidates for such positions, and our succession planning goals. Currently, we separate the positions of CEO and non-executive Chair of the Board. In the event the Chair is not an independent director, our Corporate Governance Guidelines provide that the Board must elect a Lead Independent Director. Separating the positions of CEO and Chair of the Board allows our President and CEO to focus on our day-to-day business, while allowing the Chair to lead the Board in its fundamental role of providing independent advice to, and oversight of, management. The Board believes that having an independent director serve as Chair is the appropriate leadership structure for Autodesk at this time and demonstrates our commitment to good corporate governance.

In addition, as described below, our Board has three standing committees consisting entirely of independent directors. The Board delegates substantial responsibility to these committees, which report their activities and actions back to the full Board. We believe having independent committees with independent chairs is an important aspect of the leadership structure of our Board.

Stockholder Engagement

Our Board is committed to ensuring that stockholder insights and feedback inform our strong governance practices. We maintain an open dialogue and actively engage with our stockholders in order to ensure we thoughtfully consider a diversity of perspectives on issues including strategy, our executive and employee compensation programs, workforce diversity, board composition, the continuing impacts of COVID-19, and a broad range of ESG issues.

The office of our Corporate Secretary coordinates stockholder engagement with our Investor Relations team and provides a summary of all relevant feedback to our Board. During fiscal year 2022, independent members of our Board and members of our management team engaged with a cross-section of stockholders owning approximately 50% of Autodesk shares, and provided stockholder feedback to the Board. In addition, throughout the year our Investor Relations team engages with our stockholders, frequently along with Mr. Smith, our Chair, and Ms. Clifford, our CFO.

Fiscal Year 2022 Board Meetings

Each quarter, our Board holds Committee and Board meetings. At each quarterly Board meeting, time is set aside for the independent directors to meet without management present. Additional executive sessions are held as needed. In addition to the quarterly meetings, typically there are other regularly scheduled committee meetings each year.

During fiscal year 2022, the Board held a total of six meetings (including regularly scheduled and special meetings), and its three standing committees (an Audit Committee, a Compensation and Human Resources Committee, and a Corporate Governance and Nominating Committee), held a collective total of seventeen meetings. Each director attended 100% of the total number of meetings of the Board and committees of which he or she was a member during fiscal year 2022.

Directors are encouraged, but not required, to attend the Annual Meeting of Stockholders. All of our directors attended the 2021 Annual Meeting of Stockholders.

The following table sets forth the number of meetings held by our Board and the committees during fiscal year 2022:

BoardAuditCompensation and Human ResourcesCorporate Governance and Nominating
Number of meetings held in fiscal year 2022
6953




2022 Proxy Statement | 15


Board Committees

To support effective corporate governance, our Board delegates certain responsibilities to its committees, who report on their activities to the Board. These committees have the authority to engage legal counsel or other advisors or consultants as they deem appropriate to carry out their responsibilities.

The table below provides summary information about each director nominee’s committee membership followed by a summary of each committee’s responsibilities. Each committee has a charter describing its specific responsibilities which can be found on our website at https://investors.autodesk.com/corporate-governance/highlights.

NameIndependentCommittees
Audit CommitteeCompensation and Human Resources CommitteeCorporate Governance and Nominating Committee
Andrew Anagnost
Karen Blasingü
ü
À
Reid Frenchü
ü
Dr. Ayanna Howardü
ü
Blake Irvingüü
Mary T. McDowellüC
Stephen Milliganü
ü
À
Lorrie M. NorringtonüC
Betsy Rafaelü
C
À
Stacy J. Smith
ü
CB
ü

CB Non-Executive Chair of Board
C Committee Chair
ü Member
À Financial Expert, as defined in the rules of the SEC

Audit Committee

The Audit Committee is responsible for oversight of our financial, accounting, and reporting processes, our system of internal accounting and financial controls, and our management of related risks.

The Audit Committee’s responsibilities also include:
selection, compensation, engagement, retention, termination, and services of our independent registered public accounting firm, including conducting a review of its independence;
reviewing with management and our independent registered public accounting firm the adequacy of our system of internal financial and disclosure controls;
reviewing our critical accounting policies and the application of accounting principles;
reviewing our treasury policies and tax positions;
overseeing the performance of our internal audit function;
16 | AUTODESK, INC.


establishing and overseeing compliance with the procedures for handling complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding accounting and auditing matters; and
overseeing our management of cybersecurity risks relating to financial, accounting, and internal controls matters.

See the Report of the Audit Committee of the Board of Directors on page 55 for more information regarding the functions of the Audit Committee.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s responsibilities include:
developing general criteria regarding the qualifications and selection of members of the Board;
determining skills, characteristics, and experiences desired for candidates and overseeing director succession planning;
recommending candidates for election to the Board;
developing overall governance guidelines;
periodically reviewing matters related to our policies and practices concerning environmental, social and governance, or “ESG,” initiatives, political contributions and lobbying activities;
overseeing the performance and evaluation of the Board and individual directors; and
reviewing and making recommendations regarding director composition and the mandates of Board committees.

Compensation and Human Resources Committee

The Compensation and Human Resources Committee reviews compensation and benefits for our executive officers and has authority to grant stock options, RSUs, and PSUs to executive officers and non-executive employees under our stock plans. As non-employee directors, the members of the Compensation and Human Resources Committee are not eligible to participate in Autodesk’s discretionary employee stock programs. RSUs are granted automatically to non-employee directors under the non-discretionary 2012 Outside Directors’ Stock Plan.

The Compensation and Human Resource Committee’s responsibilities also include:
reviewing and approving the corporate goals and objectives relevant to our CEO and executive officer compensation;
evaluating CEO and executive officer performance;
reviewing executive and leadership development policies and practices;
reviewing succession plans for our CEO and other senior management;
periodically reviewing matters related to human capital management;
overseeing matters relating to stockholder approval of executive compensation, including advisory say-on-pay votes; and
overseeing the management of risks associated with our compensation policies and programs.

See the section titled “Compensation Discussion and Analysis” for a description of our processes and procedures for determining executive compensation. The Compensation and Human Resources Committee may form and delegate authority to subcommittees when appropriate.

The Compensation Committee Report is included in this Proxy Statement on page 38.

2022 Proxy Statement | 17



Compensation Committee Interlocks and Insider Participation

The current members of the Compensation and Human Resources Committee are Mary T. McDowell, Reid French and Blake Irving. No director who served as a member of the Compensation and Human Resources Committee during fiscal year 2022 is or was formerly an officer or employee of Autodesk or any of its subsidiaries. No interlocking relationship existed between any director who served as a member of the Compensation and Human Resources Committee during fiscal year 2022 and the compensation committee of any other company, nor has any such interlocking relationship existed in the past.

Director Orientation and Continuing Education

Our orientation programs are designed to familiarize new directors with our businesses, strategies, and policies and assist new directors in developing knowledge about Autodesk and the industry to optimize their service on the Board.

Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed programs or programs presented by third parties.

Director Stock Ownership Policy

To align the interests of our directors and stockholders, our directors are required to own Autodesk shares equal in value to at least five times the base annual cash retainer payable to a director. Each of our directors complied with our stock ownership policy in fiscal year 2022.
Outside Board Memberships

We have a highly experienced and engaged Board of Directors. We value the diverse perspectives that our directors’ outside board memberships bring to our boardroom. Directors who serve on other public company boards offer advice and insights regarding the dynamics and operation of a board of directors, the relationship of a board with senior management, and oversight of a changing mix of strategic, operational, and compliance-related matters.

In order to ensure sufficient time and attention to meet the responsibilities of Board membership, our Corporate Governance Guidelines state that directors shall serve on no more than four boards of directors of publicly traded companies, including this Board, without consent of the Corporate Governance and Nominating Committee. Per our Corporate Governance Guidelines, directors advise the Chair of the Board or the Lead Independent Director, as applicable, and the Chair of the Corporate Governance and Nominating Committee before accepting an invitation to serve on an additional for-profit corporate board. The Corporate Governance and Nominating Committee reviews the composition of the Board, including matters such as other board commitments, on an annual basis in the context of recommending a slate of directors for stockholder approval.

Director Selection, Qualifications, and Evaluations

The Corporate Governance and Nominating Committee is responsible for recommending the criteria for membership on the Board as well as candidates for election to the Board. As part of this process, the Corporate Governance and Nominating Committee works with the Board to determine the skills, characteristics, and experiences desired for potential candidates, taking into account the current composition and size of the Board and recent Board, committee, and individual director evaluations, among other considerations.

18 | AUTODESK, INC.


In its evaluation of director candidates, including the members of the Board eligible for re-election, the Corporate Governance and Nominating Committee seeks to achieve a balance of knowledge, experience, and skills on the Board. The Corporate Governance and Nominating Committee considers many factors, including integrity, judgment, diversity (including gender, sexual orientation, age, and ethnicity), expertise, business experience, length of service, independence, and other commitments, as well as any relationships between directors and Autodesk’s customers and suppliers. When searching for new directors, the Board endeavors to actively seek out highly qualified women and individuals from underrepresented communities to include in the pool from which nominees are chosen. We aim to create a Board with diverse experiences and backgrounds to provide our complex, global company with thoughtful and engaged oversight. The Corporate Governance and Nominating Committee assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s composition.

While we have not established specific minimum qualifications for director candidates, the Board believes that nominees must reflect a Board that comprises directors who are predominantly independent, have high integrity, possess broad knowledge and experience at the policy-making level in business or technology, including an understanding of the software industry and Autodesk's business in particular, be able to increase overall Board effectiveness, and have varied and divergent experiences, viewpoints, and backgrounds.

Stockholder Recommendations and Nominations of Director Candidates

It is the policy of the Corporate Governance and Nominating Committee to consider recommendations for candidates from stockholders. Stockholder recommendations for candidates to the Board must be directed in writing to Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903, Attention: Corporate Secretary, and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between the candidate and Autodesk within the last three years, and evidence that the nominating person owns Autodesk stock.

In addition, our Bylaws provide for proxy access nominations of director candidates by eligible stockholders. Stockholders who wish to nominate directors for inclusion in our proxy materials or directly at an annual meeting of stockholders in accordance with the procedures in our Bylaws should follow the instructions under “Questions and Answers About the 2022 Annual Meeting of Stockholders and Procedural Matters.”

The Corporate Governance and Nominating Committee has the authority to retain and terminate any third-party search firm to identify director candidates, and has the authority to approve the fees and retention terms of such search firm.

Corporate Governance Guidelines

We believe the highest standards of corporate governance and business conduct are essential to running our business efficiently, serving our stockholders well, and maintaining our integrity in the marketplace. Over the years, we have devoted substantial attention to the subject of corporate governance and have developed Corporate Governance Guidelines, which set forth the principles that guide our Board in overseeing corporate governance, maintaining its independence, evaluating its own performance and the performance of our executive officers, and setting corporate strategy. The Board reviews our governance practices, corporate governance developments, and stockholder feedback on a regular basis to ensure continued effectiveness. The Board first adopted the Corporate Governance Guidelines in December 1995 and has refined them periodically since. The Corporate Governance Guidelines are available on our website at https://investors.autodesk.com/corporate-governance/highlights.

Code of Business Conduct and Code of Ethics

In addition, we have had a longstanding Code of Business Conduct for our directors and employees as well as a Code of Ethics for Senior Executive and Financial Officers, including our principal executive officer, principal financial officer, principal accounting officer, all senior vice presidents, and all individuals reporting to our principal financial officer, to ensure that our business is conducted in a consistently legal and ethical manner. These codes are reviewed periodically and updated as appropriate. Our current Code of Business Conduct and Code of Ethics for Senior Executive and Financial Officers are available on our website at https://investors.autodesk.com/
2022 Proxy Statement | 19


corporate-governance/highlights. We will post in the Investor Relations section of our website any amendment to our Code of Business Conduct or Code of Ethics for Senior Executive and Financial Officers, as well as any waivers of these Codes that are required to be disclosed by the rules of the U.S. Securities and Exchange Commission (“SEC”) or the Nasdaq.

Risk Oversight

Our Board, as a whole and through its committees, is responsible for the oversight of risk management. Senior management is responsible for the day-to-day management of the material risks Autodesk faces. In its oversight role, our Board must satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The involvement of the full Board in setting our business strategy at least annually is a key part of its oversight of risk management, its consideration of management’s appetite for risk, and its determination of what constitutes an appropriate level of risk. The full Board receives regular updates from our senior management and outside advisers regarding certain risks Autodesk faces, including litigation, cybersecurity, data privacy, corporate governance, and various operating risks.

In addition, while our Board is responsible for monitoring and assessing strategic risk exposure, our committees are charged with specific areas of risk oversight, as summarized below:

Audit Committee. Our Audit Committee is responsible for overseeing the management of risks associated with Autodesk’s financial reporting, accounting, and auditing matters, as well as cybersecurity risks relating to financial, accounting, and internal controls matters.

Compensation and Human Resources Committee. Our Compensation and Human Resources Committee oversees our executive officer succession planning and risks associated with our compensation policies and programs.

Corporate Governance and Nominating Committee. Corporate Governance and Nominating Committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our Board, and director succession planning. Board committees report their findings to the full Board.

Senior management attend all meetings of the Board and its standing committees and are available to address any questions or concerns raised by the Board regarding risk management and any other matters. The Board holds annual strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for Autodesk.

Board Evaluations

The Board is committed to a robust and constructive evaluation process as an essential part of good corporate governance and Board effectiveness. The Corporate Governance and Nominating Committee annually evaluates the performance of the Board. In fiscal year 2022, this evaluation process included using the services of a third-party facilitator to seek feedback from each director, and corporate governance experts to assist with the directors’ self-evaluation and peer evaluation questionnaires. The results were reported to and discussed with the Board. The report includes an assessment of the Board’s compliance with certain principles found in the Corporate Governance Guidelines and identifies areas in which the Board could enhance its performance.

The annual evaluation process is designed to elicit feedback on the processes, structure, composition, and effectiveness of the Board and its committees. Furthermore it assesses individual director performance and contribution levels. The evaluation results have led to strategic changes to increase Board effectiveness, including providing clarity on key areas for the Board’s focus over the coming year, input on Board composition and recruiting, and information on how to best operationalize Board and committee meetings.

In addition, each committee annually evaluates its performance and reports the results to the Board. In fiscal year 2022 the evaluation of each committee included an assessment of the committee’s compliance with the principles in its charter, and identified areas in which the committee could enhance its performance.
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Contacting the Board

Communications from stockholders to the Board, or specific members of the Board, should be addressed to the Chair of the Board using one of the below methods. All such communications will be initially received and processed by the office of our Corporate Secretary.

+Autodesk, Inc., c/o Chief Legal Officer,
111 McInnis Parkway,
San Rafael, California 94903,
Attention: Non-Executive Chair
: board-administrator@autodesk.com


2022 Proxy Statement | 21


Executive Compensation

Compensation Discussion and Analysis

Throughout this proxy statement, the individuals included in the Summary Compensation Table beginning on page 39 are referred to as our “named executive officers” or “NEOs.” For fiscal year 2022, our NEOs were:
Andrew Anagnost, Chief Executive Officer, President, and interim Chief Financial Officer;
Debbie Clifford, Executive Vice President and Chief Financial Officer;
Steven M. Blum, Executive Vice President, Chief Operating Officer; and
Pascal W. Di Fronzo, Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary.
The information in this discussion provides perspective and narrative analysis relating to, and should be read along with, the executive compensation tables beginning on page 39.

Our Compensation Discussion and Analysis provides an overview of our business performance in fiscal year 2022, highlights the key components and structure of our executive compensation program, discusses the principles underlying our compensation policies and practices, and addresses other matters we believe explain and demonstrate our performance-based compensation philosophy.

Management Changes in Fiscal Year 2022

On March 8, 2021, Ms. Clifford joined Autodesk and was named Chief Financial Officer. Effective November 1, 2021, Mr. Blum was appointed as Chief Operating Officer, and now oversees the teams responsible for sales, marketing, customer success, digital platforms, and customer experience. Mr. Di Fronzo will retire from his role on May 9, 2022.


Executive Summary

Fiscal Year 2022 Strategic Priorities and Performance Highlights

Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, their businesses, and the world. In fiscal year 2022, we delivered record full-year revenue, cash flow from operating activities and free cash flow. Several factors contributed to our strong results and competitive performance, including robust renewal rates, strong growth in subscriptions, and rapidly expanding digital sales. They were underpinned by perennial factors, including our ability to deliver greater value to our customers and partners through consistent investment in our technology, work force, business model and customer experience.

While the pandemic had considerable human and economic impacts, in many ways it has accelerated the pace of change and increased our confidence in our strategy to transform the industries we serve with end-to-end, cloud-based solutions that enable our customers to drive efficiency and sustainability. The structural growth drivers underpinning this strategy have been reinforced by the pandemic, including increased workflow convergence and platform standardization; a growing focus on distributed working in the cloud, automation, and workforce productivity; and also the growing importance of sustainability.

Our business model is scalable and extensible into adjacent verticals which add new users, use cases and usage. During fiscal year 2022, we completed a number of acquisitions including Innovyze, which extends Autodesk’s presence in water infrastructure, Upchain, a cloud-native product data and lifecycle management solution, and Moxion, which will enable us to connect media and entertainment workflows and data from post-production to preproduction.

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Empowering innovators with design-and-make technology to achieve the new possible also enables them to build and manufacture efficiently and sustainably. We continue to execute well in challenging times and look forward to Autodesk’s next 40 years with excitement and optimism.

REVENUEGAAP OPERATING INCOMENON-GAAP OPERATING INCOME (1)
p 16% from fiscal year 2021
q 2% from fiscal year 2021
p 26% from fiscal year 2021
$4.39B$618M$1.40B
CASH FLOW FROM OPERATING ACTIVITIESFREE CASH FLOW (1)3-Y TOTAL
SHAREHOLDER RETURN
p 6% from fiscal year 2021
p 10% from fiscal year 2021
p 70% from fiscal year 2019
$1.53B$1.48B70%
 _________________
(1) A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

Fiscal Year 2022 Executive Compensation Highlights

Introduction of Bonus to Equity Exchange Program In fiscal year 2022, we introduced a pilot program offering certain employees, including our NEOs, the option to receive Performance Share Units (“PSUs”) in lieu of participation in the annual cash-based fiscal year 2022 Executive Incentive Plan (“EIP”). Under this program, our NEOs were offered the ability to elect a PSU award with a grant value equal to 100% of the target payout of the fiscal year 2022 EIP award they would have otherwise been eligible to receive. The PSUs would vest in one year, contingent upon attainment of the same funding and performance metrics as the fiscal year 2022 EIP. The Compensation and Human Resources Committee (the “Committee”) believes the bonus to equity exchange program offers benefits such as additional flexibility for our executives, competitive differentiation of Autodesk’s compensation program, and further alignment of incentives with stockholder interests. This program remains in pilot status and the Committee will continue to evaluate its effectiveness. All of our NEOs as of January 31, 2021, have elected to participate in the bonus to equity exchange program in fiscal year 2022. Ms. Clifford, who joined Autodesk as Chief Financial Officer in March 2021, was not eligible for the bonus to equity exchange program as she joined after the election date.

Performance Share Unit Metric Change In fiscal year 2021, the Committee took action to mitigate the impact of economic uncertainty created by the COVID-19 pandemic in our executive compensation program by reducing complexity, while also establishing incentives for employees to drive strong performance. As a result, the fiscal year 2021 performance stock units (“PSU”) award used one financial metric, revenue, and a modifier of relative Total Shareholder Return. For fiscal year 2022, the Committee added free cash flow as the second financial metric with a weighting of 40%. In making the decision, the Committee took into account stockholder feedback noting the importance of this metric as an indicator of Autodesk’s intrinsic value. The inclusion of the free cash flow metric not only aligns our executives’ incentives with key drivers of stockholder value but also differentiates the metrics used by our short- and long-term incentive programs.

Environmental, Societal and Governance (ESG) Consideration To drive the achievement of our key strategic ESG priorities around diversity, inclusion and belonging, environmental sustainability, and philanthropy, the CEO may recommend adjustments to the long-term incentive awards for other NEOs based on respective ESG achievements, which the Committee will take into account when determining the final awards. The Committee may also consider ESG achievements in determining long-term incentive awards for the CEO.

Pay Decisions based on Performance Results The Committee believes that total compensation for our named executive officers should closely align with our performance and each individual’s performance. In fiscal year 2022,
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we used the following performance metrics to determine the pay outcomes for the components of our NEOs’ pay shown below:

Component of PayPerformance Metrics (1)
Annual cash incentive (EIP)
Total Revenue
Non-GAAP Operating Income
PSUs
Total Revenue
Free Cash Flow
Relative TSR (as defined below) (over 1, 2, and 3 years)
 _________________
(1) Excludes financial results associated with entities acquired during fiscal year 2022 with purchase price in excess of 20% of total company revenues.


In March 2022, the Committee made the following determinations relating to the compensation of our NEOs based on Company’s performance against the pre-determined goals. The Committee did not make any discretionary adjustments to the incentive payouts, and did not modify the pre-established performance goals in response to the pandemic, market volatility, supply chain disruptions, or other factors.

Fiscal Year 2022 Annual
Cash Incentive Results (EIP); or
Consistent with our fiscal year 2022 financial results, the Committee determined that, based on attainment of the performance metrics for Autodesk’s 2022 cash incentive plan, the annual cash incentive awards for our CEO and other NEOs were earned at 103.3% of their target award opportunity.
Fiscal Year 2022 Bonus to Equity Exchange Program
For NEOs who elected to receive PSUs in lieu of EIP cash bonus, those PSUs would vest at the end of fiscal year 2022, contingent upon attainment of the same funding metrics as the fiscal year 2022 EIP. Therefore, the PSUs vested at 103.3% of the target amount.
Performance Share Results
For each award, the Committee measured performance based on Autodesk’s achievement of 98.3% of the revenue and free cash flow targets established for fiscal year 2022 and relative total stockholder return (“TSR”) over one-, two-, and three-year performance periods, respectively. The Committee certified the attainment levels for performance measures for tranches of PSUs awarded in April 2021, April 2020, and March 2019.

Say-on-Pay Results and Stockholder Outreach

Autodesk and the Committee value the input of our stockholders. The Committee carefully considers stockholder feedback as part of its ongoing review of our executive compensation programs, design, and metrics, and this feedback has informed changes the Committee has made in recent years to align our programs with our business transformation and manage the impacts of COVID-19. In 2021, 93.5% of the votes cast on our say-on-pay proposal were favorable, reflecting strong stockholder support for our executive compensation programs. In fiscal year 2022, members of our management team and Board continued our regular outreach and contacted stockholders representing approximately 50% of our outstanding shares. Our management team, and in some cases our independent Chair, met with representatives from passive funds as well as active funds to discuss strategy, our executive and employee compensation programs, workforce diversity, board composition, the continuing impacts of COVID-19, and a broad range of ESG issues. This outreach enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base. Based on these discussions, the Committee found that our stockholders continued to be supportive of our executive compensation programs and the alignment between executive pay and Autodesk’s performance. Additionally, our stockholders did not request any pay related changes.

Emphasis on Variable “At Risk” Performance-Based Executive Compensation

Our executive compensation program emphasizes variable compensation with both annual and long-term performance components. In fiscal year 2022, our CEO elected to forego his annual cash incentive award and receive performance share units instead. As a result, 60% of our CEO’s total compensation consisted of performance-based equity awards. In total 95% of our CEO’s compensation was variable and linked to our financial
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and stock performance. In fiscal year 2022, two-thirds of our other NEOs also elected to participate in the bonus to equity exchange program. As a result, 87% of other NEOs’ total compensation was variable in nature and “at risk”. Our incentive programs reward strong annual financial and operational performance, as well as relative TSR over one-, two-, and three-year performance periods. The charts below illustrate the fiscal year 2022 pay mix between base salary and targeted short- and long-term equity compensation for our CEO and all other NEOs.

https://cdn.kscope.io/36fe0eeec17ae8e87d3d62a0aba8fc73-neopaychart.jpg


Compensation Guiding Principles

The 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.

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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 and summarized below.
What We DoWhat We Do Not Do
a
Robust stockholder outreach program
x
Allow hedging, pledging, or trading in Autodesk derivative securities
a
Significant percentage of NEO total pay tied to achievement of critical financial and stockholder value creation
x
Reprice stock options
a
Caps on performance-based cash and equity incentive compensation
x
Offer executive benefits and excessive perquisites
a
Significant stock ownership requirements
x
Fixed-term employment agreements
a
Clawback policy
a
Double-trigger change in control arrangements with no excise tax gross-up
a
Equity award grant policy
a
Effective risk management
a
Independent compensation committee and consultant

The Compensation-Setting Process

The Committee reviews and approves all components of each executive officer’s compensation.

CEO Pay Decisions

Throughout the year, the Committee and other independent members of the Board, including the Chair, review the performance of, and provide feedback to, our CEO at regularly scheduled meetings and through informal discussions. Annually, the Committee meets and discusses with other independent members of the Board the performance of our CEO in light of corporate goals and objectives. The Committee, without the CEO in attendance, took this assessment into account, along with competitive compensation data, in determining our CEO’s compensation. Performance targets are intended to be aggressive yet achievable with diligent effort during the fiscal year. As part of its deliberations on CEO compensation, the Committee consulted with its independent consultant and the other independent directors prior to approving our CEO’s compensation.

Executive Officer Pay Decisions

Our CEO makes recommendations to the Committee regarding the base salary, annual cash incentive awards (EIP), and equity awards for each executive officer other than himself. These recommendations are based on our CEO’s assessment of each executive officer’s performance during the year, competitive compensation data, internal pay alignment, and retention considerations. Our CEO reports on the performance of the executive officers and their business functions during the year in light of corporate goals and objectives. He bases his evaluation on his knowledge of each executive officer’s performance and input from other individuals, including feedback provided by the executive officers, their colleagues, and their direct reports. Members of our People and Places organization assist our CEO in assessing each executive officer’s performance and providing market compensation data for each role. In executing the responsibilities set forth in its charter, the Committee relies on a number of resources to provide input to the decision-making process.

Independent Consultant

The Committee retained Exequity LLP as its compensation adviser for fiscal year 2022. Exequity provided advice and recommendations on a number of issues, including total compensation philosophy; program design, including program goals, components, and metrics; peer data; compensation trends in the technology sector and general
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market for senior executives; separation plans; the compensation of our CEO and our other executive officers; and disclosure of our executive pay programs. The Committee has considered the independence of Exequity in light of Nasdaq's listing standards for compensation committee independence and the rules of the SEC, and requested and received a written confirmation from Exequity addressing the independence of the firm and its senior advisers working with the Committee. The Committee discussed these considerations and concluded that the work performed by Exequity did not raise any conflict of interest.

Management

The Committee also consults with management and Autodesk’s People and Places organization regarding executive and non-executive employee compensation plans, including administration of Autodesk’s equity incentive plans.

Competitive Compensation Positioning and Peer Group

To ensure our executive compensation practices are competitive and consistent with the Committee’s guiding principles, Exequity and management provide the Committee with compensation data for each executive role. This data is drawn from a group of companies in relevant industries that compete with Autodesk for executive talent. The Committee uses this data, as well as information about broader technology industry compensation practices, when evaluating the compensation of our executive officers.

The compensation peer group is selected based upon multiple criteria, including industry positioning, competition for talent, revenue, market capitalization, financial results, and geographic footprint. The Committee reviews the compensation peer group each year to ensure that the comparisons remain meaningful and relevant. Based on the Committee’s review in September 2020, Juniper Networks, Inc. was removed from the peer group; Palo Alto Networks. Inc., ServiceNow, Inc. and Square, Inc. were added to the peer group. The fiscal year 2022 compensation peer group consisted of the following companies:

CompanyFiscal Year Revenue (in billions)
Market Capitalization as of 1/31/2022 (in billions)
Adobe Inc.15.79253.79
Akamai Technologies, Inc.3.4618.39
ANSYS, Inc.1.9129.61
Block, Inc. (previously Square, Inc.)
17.6656.86
Cadence Design Systems, Inc.2.9942.11
Citrix Systems, Inc.3.2212.73
Electronic Arts Inc.5.6337.43
Intuit Inc.9.63157.13
NetApp, Inc.5.7419.29
NortonLifeLock Inc. (formerly Symantec Corporation)2.5515.14
Nuance Communications, Inc.1.3617.62
Palo Alto Networks, Inc.4.2650.96
PTC Inc.1.8113.59
Salesforce.com, Inc.26.49213.79
ServiceNow, Inc.5.9094.72
Splunk Inc.2.6720.04
Synopsys, Inc.4.2047.59
Workday, Inc.5.1463.51
Autodesk, Inc.4.3954.75
Autodesk Percentile Ranking56%67%

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In September 2021, the Committee reviewed the compensation peer group that would be used for fiscal year 2023 compensation decision making. The Committee determined that for fiscal year 2023, Nuance Communications, Inc., would be removed from the compensation peer group in light of its recent acquisition by Microsoft, and that DocuSign, Inc. and Fortinet, Inc., would be added, based on the criteria described above.

When determining the base salary, incentive targets, equity grants, and target total direct compensation opportunity for each of our NEOs, the Committee references the median data from our compensation peer group for each component and in the aggregate. Actual compensation awards may be above or below the median levels, depending on Autodesk’s financial and operational performance and each executive officer’s experience, skills, and performance. The Committee believes that referencing the total compensation packages of the companies in the compensation peer group keeps Autodesk’s compensation competitive and within market norms. This also provides flexibility for variances in compensation where appropriate, based on each executive officer’s leadership, contributions, and particular skills or expertise as well as retention considerations.

Principal Elements of the Executive Compensation Program

The principal elements of Autodesk’s fiscal year 2022 executive compensation program are described below.
ComponentPurposeDescriptionPerformance Measures
Base SalaryForms basis for competitive compensation package
Reflects competitive market conditions, individual performance, and internal alignment
The Committee considers individual performance when setting and reviewing base salary levels and merit increases
Annual Cash Incentive (“EIP”) or
Motivate achievement of annual strategic priorities relating to top- and bottom-line growth
Target percentage based on competitive market practices and internal alignment
Actual bonus payout ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance period
Total revenue
Non-GAAP total operating income
Bonus to Equity (Performance Stock Units) Exchange Program

Motivate achievement of annual strategic priorities relating to top- and bottom-line growth
Provide flexibility to align with individual preference
Align further with stockholder interests
Election to receive Performance Stock Units in lieu of participation in the fiscal year 2022 EIP

Target amount based on competitive market practices and internal alignment

Actual PSU payout ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance period
Total revenue

Non-GAAP total operating income
Performance Stock Units (“PSU”)
Align compensation with key drivers of the business and relative stockholder return
Encourage focus on near-term and long-term strategic objectives
Size of award based on competitive market practices, corporate and individual performance, and internal parity
Actual number of shares vested ranges from 0% to 200% of target and is determined by performance versus goals established at the beginning of the performance period
Total revenue
Free cash flow
Autodesk’s relative TSR over one-, two-, and three-year performance periods
Autodesk stock price
Restricted Stock Units
Encourage focus on long-term stockholder value creation
Retention
Size of award based on competitive market practices, corporate and individual performance, internal parity, and retention considerations
Recipients earn shares if they remain employed through the three-year vesting period
Autodesk stock price

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When setting the goals for the annual cash incentive opportunity and PSUs, the Committee considered the overlap of total revenue to be appropriate as a key metric to Autodesk’s success, both in the short-term and long-term timeframes. The use of non-GAAP operating income in our annual cash incentive (and corresponding bonus to equity exchange program) and free cash flow as well as relative TSR over one-, two-, and three-year performance periods against market indices as a modifier for the PSUs further differentiates the short- and long-term incentives and aligns those awards with the achievement of Autodesk’s strategic goals and the long-term interests of our stockholders.

Base Salary

Base salary is used to provide our executive officers with a competitive amount of fixed annual cash compensation. The Committee views base salary as a reliable source of income for the executive officers and an important recruiting and retention tool. The Committee sets base salaries at a competitive level that recognizes the scope, responsibility, and skills required of each position, as well as market conditions and internal pay alignment.

As part of the annual review of target compensation opportunities, the Committee reviewed an analysis of the base salary for each executive role, an assessment of each executive officer’s experience, skills, and performance level, and Autodesk’s performance. For fiscal year 2022, after taking account of the above considerations, the Committee set Ms. Clifford’s base salary at $600,000 in connection with her appointment as Chief Financial Officer, approved a base salary of $615,000 for Mr. Blum, and made no changes to the base salaries of Dr. Anagnost and Mr. Di Fronzo. In connection with his promotion to Chief Operating Officer and in recognition of his increased responsibilities, the Committee set Mr. Blum’s base salary at $700,000, with the new salary to take effect February 1, 2022.

Named Executive Officer
Fiscal Year 2021 Base Salary
Fiscal Year 2022 Base Salary
% Change Compared to Prior Fiscal Year
Andrew Anagnost$1,000,000$1,000,000— %
Debbie Clifford$—$600,000— %
Steven M. Blum$592,000$615,000%
Pascal W. Di Fronzo$514,500$514,500— %

Annual Short-Term Incentive Compensation

At the beginning of each fiscal year, the Committee establishes target award opportunities, payout metrics, and performance targets for the Autodesk, Inc., Executive Incentive Plan (“EIP”). This annual cash incentive is intended to motivate and reward participants for achieving company-wide annual financial and non-financial objectives as well as individual objectives.

Target Award Opportunities and Fiscal Year 2022 Executive Incentive Plan

The Committee sets the target annual cash incentive award opportunity for each eligible executive officer based on competitive assessments, the executive’s particular role, and internal alignment considerations. Based on its review of these factors, the Committee set the fiscal year 2022 cash incentive target for each of our NEOs at the same percentage as in fiscal year 2021, or in the case of Ms. Clifford in connection with her appointment as Chief Financial Officer, at the same percentage of the other non-CEO executive officers. These target opportunities are expressed as a percentage of the NEO’s annual base salary and were 125% for our CEO and 75% for our other NEOs. An NEO may receive an earned award that is greater or less than the target award opportunity, depending upon Autodesk’s and the NEO’s performance.

In fiscal year 2022, bonus awards for each of our NEOs were funded under the EIP or bonus to equity exchange program, if elected. At the beginning of the fiscal year, the Committee established funding performance thresholds, which, if achieved, would establish the maximum fiscal year 2022 EIP funding at 200% of target. For fiscal year 2022, the Committee selected total revenue, non-GAAP operating income, and absolute TSR as the funding metrics. Autodesk’s fiscal year 2022 performance exceeded the funding threshold, resulting in the maximum bonus award funding for each executive. The Committee then exercised its negative discretion to reduce the actual bonus award for each of the participants based on pre-established performance measures, as described below.
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Bonus to Equity Exchange Program

As we seek to attract and retain top-tier executives in a competitive talent market, the Committee also evaluated the mix of compensation offerings. For fiscal year 2022, we introduced a pilot program offering certain employees, including our NEOs, the option to receive PSUs in lieu of participation in the fiscal year 2022 EIP. Under this program, our NEOs were offered an election for a PSU award with a grant value equal to 100% of the target payout of the fiscal year 2022 EIP award they would have otherwise been eligible to receive. The PSUs would vest in one year, contingent upon attainment of the same funding and performance metrics as the fiscal year 2022 EIP. The final number of shares received could range from 0% to 200% of target. All of our NEOs as of January 31, 2021, have elected to participate in the bonus to equity exchange program in fiscal year 2022. Ms. Clifford, who joined Autodesk as Chief Financial Officer in March 2021, was not eligible for the bonus to equity exchange program as she joined after the election date.

Company Performance Measures and Performance

At the beginning of fiscal year 2022, the Committee approved fiscal year 2022 EIP performance measures to align our CEO’s and other NEOs’ bonus opportunities with our strategic priorities and key drivers of success. In its exercise of negative discretion, the Committee considered the performance attained versus the pre-established performance targets to determine payouts. For our CEO and other NEOs, the Committee assessed the performance of Autodesk against targets set at the beginning of the fiscal year based on the criteria below; the final award could range from 0% to 200% of the target award. This calculation yielded a bonus payout of 103.3% of target, as shown below:

Performance Metric (1)WeightingActual
(millions)
Target
(millions)
Performance Attainment % EIP Funding %
Total Revenue60%
$4,333
$4,300100.8%103.1%
Non-GAAP Operating Income40%
$1,390
$1,355102.6%103.6%
Total
100%103.3%
 _________________
(1)Excludes Revenue and Non-GAAP Operating Income of $53 million and $7 million, respectively, associated with entities acquired during fiscal year 2022 with purchase price in excess of 20% of total company revenues.

At the end of fiscal year 2021, all NEOs, except for Ms. Clifford, who joined Autodesk after the election date, elected to participate in the bonus to equity exchange program. At the beginning of fiscal year 2022, they were granted a number of PSUs in lieu of the opportunity of receiving cash EIP. The number of PSUs were calculated using the target EIP amount divided by 20-day average stock price as of the grant date. In March 2022, based on the level of achievement of the EIP program performance objectives, the Committee approved the PSU payout for the exchange program participants, as shown below:

Named Executive OfficerShort-Term Incentive
Target as a Percentage of
Base Salary
Short-Term Incentive TargetTarget PSUs Granted in lieu of Target Cash Incentives PSUs Payout as a % of Target PSUs Vested (1)
Andrew Anagnost125%$1,250,0004,550103.3%4,700
Steven M. Blum75%$444,0001,616103.3%1,669
Pascal W. Di Fronzo75%$385,8751,405103.3%1,451
 _________________
(1)Based on the closing stock price of $249.79 as of January 31, 2022, the value of vested PSUs was 94% of the short-term incentive target.

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Ms. Clifford joined Autodesk in March 2021, which was after the election date of the bonus to equity Exchange” program. Therefore, she participated in the cash EIP program. Based on the level of achievement of the performance objectives, in March 2022, the Committee approved short-term incentive awards for Ms. Clifford as follows:
Named Executive OfficerShort-Term Incentive  Target as a Percentage of  Base SalaryShort-Term Incentive TargetShort-Term Incentive Payout as a Percentage of TargetShort-Term Incentive Payout
Debbie Clifford (1)75%$450,000103.3%$420,300
 _________________
(1)Ms. Clifford’s actual EIP payout is pro-rated based on the number of days that she worked in fiscal year 2022 per our EIP plan.

Fiscal Year 2023 Short-Term Incentive Compensation

In fiscal year 2023, the bonus awards for each of our NEOs will continue to be determined under the Autodesk, Inc. Executive Incentive Plan. Near the beginning of the fiscal year, the Committee retained total revenue, non-GAAP operating income, and absolute TSR as the funding metrics. If the funding metrics are achieved, in its exercise of discretion, the Committee will consider Autodesk’s performance attainment versus pre-established targets to determine payouts against total revenue and non-GAAP operating income, which have been retained as the performance metrics for the ultimate determination of bonus payments, with the following weighting:

Performance MetricWeighting
Total Revenue60%
Non-GAAP Operating Income40%

The Committee believes that the metrics selected for the fiscal year 2023 EIP will align our incentives with key drivers of success. The final awards for our NEOs could range from 0% to 200% of target, depending on the performance achieved. In selecting total revenue and non-GAAP operating income, the Committee also considered stockholder feedback in support of simplicity, metrics that reflect our evolved business model, and focus on profitability, as well as the practices of our peer companies. The Committee continuously assesses our compensation program structure and metrics to respond to business needs, industry practices, and the talent market.

Long-Term Incentive Compensation

Autodesk uses long-term incentive compensation in the form of equity awards to align executive pay opportunities with stockholder value creation and to motivate and reward executive officers for effectively executing longer-term strategic and operational objectives.

Fiscal Year 2022 Annual Long-Term Equity Awards

During fiscal year 2022, the Committee approved annual equity awards in the form of PSUs and restricted stock units (“RSUs”) for our NEOs. The Committee elected to continue to use a mix of 60% PSUs and 40% RSUs for each of our NEOs, including our CEO, to complement the performance aspects of PSUs with the long-term retention element of RSUs.

In arriving at the total number of PSUs and RSUs to award each executive officer in fiscal year 2022, the Committee considered Autodesk’s performance in fiscal year 2021, competitive market data for the executive’s position, historical grants, unvested equity, individual performance of the executive and internal pay alignment.

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As a result of this analysis, the following equity awards were approved in fiscal year 2022, including, in the case of Ms. Clifford, in connection with her appointment as Chief Financial Officer:

 Named Executive Officer
Target Value of PSU and RSU AwardTarget PSU Award (#) (1)RSU Award (#) (1)
Andrew Anagnost$16,150,00035,27223,514
Debbie Clifford (2)$4,200,0009,1726,115
Steven M. Blum$4,000,0008,7365,824
Pascal W. Di Fronzo (3)$2,180,0004,7613,174
 _________________
(1)Number of shares determined by the weighting of PSUs and RSUs and the average closing stock price over the last 20 trading days prior to the date of grant.
(2)Amounts exclude the new hire RSU grant that Ms. Clifford received when she joined Autodesk in March 2021.
(3)Mr. Di Fronzo will retire from Autodesk on May 9, 2022. His outstanding time-based RSUs that would have become vested had he remained continuously employed by Autodesk for an additional 12 months following the retirement will vest immediately. His PSUs that would have become vested had he remained continuously employed by Autodesk for an additional 12 months following the termination will continue to vest based on actual performance achieved. His remaining RSUs and PSUs will be forfeited. Mr. Di Fronzo did not receive the fiscal year 2023 annual long-term incentive awards that were granted to other NEOs on April 10, 2022.

PSU Awards

Our current PSU design was adopted following extensive stockholder outreach and incorporates a number of features our stockholders have identified as being most important, including multiple performance metrics, TSR relative to peers, and a multi-year measurement period.

The PSU awards provide for a minimum, target, and maximum number of shares to be earned based upon predetermined performance criteria.
For fiscal year 2022 awards, PSU vesting will be based on achievement of performance goals adopted by the Committee (“Performance Results”) and Autodesk’s TSR compared against companies in the S&P North American Technology Software Index with a market capitalization over $2 billion (“Relative TSR”) over one-, two-, and three-year performance periods.
In fiscal year 2022, we measured Performance Results based on total revenue and free cash flow.
The use of multiple goals motivates management to drive Autodesk’s growth, provides a balance of short- and long-term focus, and, combined with Relative TSR and vesting over one-, two-, and three-year performance periods, aligns these awards with the long-term interests of our stockholders.

Performance Results for the relevant performance period could result in PSU attainment of 0% to 150% of target. Once the Performance Results percentage is established, it is multiplied by a percentage ranging from 67% to 133%, depending on Autodesk’s Relative TSR for the period. The combined impact of these performance criteria is that PSUs could be earned from 0% to 200% of target. The chart below illustrates the attainment mechanics for the PSUs approved in fiscal year 2022.
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Fiscal Year 2022
(First PSU Tranche)
Fiscal Year 2023
(Second PSU Tranche)
Fiscal Year 2024
(Third PSU Tranche)
Fiscal Year 2022 Target Shares
Multiplied by:
Fiscal Year 2022 Financial Performance
(0%-150% of Target)
Multiplied by:
Fiscal Year 2021-2022 Relative TSR
(+/- 33%)
Fiscal Year 2023 Target Shares
Multiplied by:
Fiscal Year 2023 Financial Performance
(0%-150% of Target)
Multiplied by:
Fiscal Year 2021-2023 Relative TSR
(+/- 33%)
Fiscal Year 2024 Target Shares
Multiplied by:
Fiscal Year 2024 Financial Performance
(0%-150% of Target)
Multiplied by:
Fiscal Year 2021-2024 Relative TSR
(+/- 33%)

An executive who has received PSU grants in three successive years will have a portion of the total PSU shares vesting in that third year based on each of 3-year, 2-year and 1-year Relative TSR (see “Vesting of PSUs” below for an illustration of this cumulative effect of multiple PSU grants).

RSU Awards

In April 2021, our NEOs received time-based RSU awards which vest in three equal annual installments, beginning in March 2022. In addition, Ms. Clifford received a grant of time-based RSU award upon joining Autodesk in March 2021. RSUs help us recruit and retain executives in a competitive environment and provide further incentive to focus on longer-term stockholder value creation.

Vesting of PSUs in 2022

In March 2022, the Committee reviewed and certified the attainment levels for performance measures for the third tranche of PSUs awarded in April 2019, the second tranche of PSUs awarded in April 2020, and the first tranche of PSUs awarded in April 2021. For each award, the Committee measured the following performance:

Performance Metric (1)WeightingActual
(in millions)
Target
(in millions)
Performance Attainment %
Funding
Total Revenue60%$4,333$4,300100.8%
103.1%
Free Cash Flow 40%$1,485$1,61592.0%
91.1%
Total 100%  98.3%
 _________________
(1)Excludes revenue and free cash flow of $53 million and ($10) million, respectively, associated with entities acquired during fiscal year 2022 with purchase price in excess of 20% of total company revenues.

Autodesk’s Relative TSR was based on:
Performance Period
Autodesk TSR (1)
Percentile Rank (2)
Payout Multiplier
Fiscal Year 2020 - Fiscal Year 2022
63%
53rd Percentile
105%
Fiscal Year 2021 - Fiscal Year 2022
20%
42nd Percentile
90%
Fiscal Year 2022
-19%
42nd Percentile
89%
 _________________
(1)Based on the 31-day average closing stock price (+/- 15 days) at the beginning of each period and the end of fiscal year 2022.
(2)Relative TSR was measured against companies in the S&P North American Technology Software Index with a market capitalization over $2 billion.

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The combination of financial attainment and Relative TSR results yielded the following PSU vesting in fiscal year 2022:
March 2019
3rd Tranche of
Fiscal Year 2020 Award
:
Fiscal Year 2022 Financial
Goal Funding
98.3%
X
Fiscal Year 2020 - Fiscal Year 2022
Relative TSR
105%
=Percent of PSU Target Award
103%
April 2020
2nd Tranche of
Fiscal Year 2021 Award
:X
Fiscal Year 2021 - Fiscal Year 2022
Relative TSR
90%
=Percent of PSU Target Award
88%
April 2021
1st Tranche of
Fiscal Year 2022 Award
:X
Fiscal Year 2022
Relative TSR
89%
=Percent of PSU Target Award
87%

Based on this performance, the PSU awards were earned as follows:
March 2019 Award
3rd Tranche
April 2020 Award
2nd Tranche
April 2021 Award
1st Tranche
Named Executive OfficerTarget Number of PSUsActual Number of PSUs EarnedTarget Number of PSUsActual Number of PSUs EarnedTarget Number of PSUsActual Number of PSUs Earned
Andrew Anagnost14,01814,43817,50715,40611,75810,229
Debbie CliffordN/AN/AN/AN/A3,0582,660
Steven M. Blum5,0975,2495,3874,7402,9122,533
Pascal W. Di Fronzo2,2932,3614,0403,5551,5871,380

Fiscal Year 2023 Equity Awards

For fiscal year 2023, the Committee elected to grant our NEOs 60% of their annual equity in PSUs and 40% in RSUs to align their compensation with Company performance. The fiscal year 2023 PSU awards are structured in the same manner as the fiscal year 2022 PSU awards. The financial performance will continue to be measured based on the following metrics:
Performance MetricNEO Weighting
Total Revenue60%
Free Cash Flow40%

The payout for financial performance will continue to range from 0% to 200%. The Committee selected total revenue and free cash flow as the performance metrics to align our executives' incentives with these key drivers of stockholder value. The Committee determined the overlap of total revenue in the short-term incentive and the PSUs to be appropriate in light of the importance of this goal, the use of different second metrics in the two incentives, and the use of relative TSR modifiers for the PSUs.

The financial performance results will continue to be adjusted based on Autodesk’s Relative TSR over one-, two-, and three-year performance periods with a relative TSR payout range of 67% to 133%. Mr. Di Fronzo did not receive the fiscal year 2023 annual long-term incentive awards that were granted to other NEOs because of his retirement.

34 | AUTODESK, INC.


Executive Benefits

Welfare and Other Employee Benefits

Benefits provided to our executive officers are generally the same as those provided to all other eligible Autodesk employees. In the United States, these benefits include medical, dental, and vision insurance, 401(k) retirement plan with company matching contributions, an employee stock purchase plan, health and dependent care flexible spending accounts, short-term disability salary continuation, long-term disability insurance, accidental death and dismemberment insurance, basic life insurance coverage, and various paid time off and leave programs.

Perquisites and Other Personal Benefits

Autodesk does not, as a general practice, provide material benefits or special considerations to our executive officers that are not provided to other employees. However, from time to time, when deemed appropriate by the Committee, certain executive officers receive perquisites and other personal benefits that are competitively prudent or otherwise in Autodesk’s best interest.

Employment Agreement and Post-Employment Compensation

Employment Agreement with CEO

The terms and conditions of Dr. Anagnost’s employment are set forth in his June 2017 employment agreement, which defines the respective rights of Autodesk and Dr. Anagnost. This agreement provides general protection for Dr. Anagnost in the event of termination without cause or resignation for good reason and has been a valuable tool to incentivize Dr. Anagnost to become our CEO and to retain his services. We believe the protections afforded to our CEO in the event of a change in control promote continuity by helping our CEO maintain focus and dedication to enhance stockholder value. Details of the agreement with Dr. Anagnost can be found beginning on page 43.

Severance Plan

During fiscal year 2019, the Committee adopted the Autodesk, Inc. Severance Plan to establish standard executive severance terms that are competitive with our talent competitors and minimize the need to negotiate individualized executive severance terms in the future. Each of our NEOs (other than our CEO), as well as certain other senior executives, is a participant in the plan. If a participant’s employment is terminated without cause, or if a participant terminates his or her employment for good reason, then, in addition to payment of accrued base salary and vacation and any previously awarded but unpaid bonus, the participant is eligible to receive the following benefits:
a lump-sum payment equal to the sum of (a) 1.5 times the participant’s base pay in effect on the date of termination and (b) 1.5 times the participant’s target annual cash bonus incentive amount under our annual cash bonus incentive plan applicable to the participant in effect the date of termination;
accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the termination;
continued vesting of the participant’s PSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the termination, based on the extent to which the underlying performance criteria, with respect to such awards, are satisfied for such performance period;
a lump-sum payment in an amount equal to 12 times the monthly premium that the participant would be required to pay to continue his or her group health coverage if the participant had made a timely election under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); and
Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement service program or arrangements for 18 months immediately following the date of termination.
In March 2021, we amended the Severance Plan to provide similar benefits as those set forth above to participants who voluntarily terminate employment for qualified retirement. However, in the case of qualified retirement, participants will receive 18 times monthly COBRA premium and they will not be eligible for outplacement services.
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All payments and other benefits under the Autodesk, Inc. Severance Plan are subject to applicable withholding obligations, the participant’s release of all claims, compliance with certain confidentiality covenants and, in circumstances other than a qualified retirement, non-disparagement and non-solicitation covenants.

Estimates of the potential payments and benefits payable in the event of a termination of employment under the Severance Plan are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement” below.

Change in Control Program

To ensure the continued service of key executive officers in the event of a potential change in control of Autodesk, the Board has adopted the Autodesk, Inc. Executive Change in Control Program. Each of our NEOs, among other employees, is a participant in the program. The payments and benefits available under this program are designed to encourage the continued services of the NEOs in the event of a potential change in control of Autodesk and to allow for a smooth leadership transition thereafter. Further, these arrangements are intended to provide incentives to the NEOs to execute strategic initiatives that are aligned with stockholder value creation, even if these initiatives may result in the elimination of an NEO’s position.

The Executive Change in Control Program provides continuity in the event of a change in control transaction, which is designed to further enhance stockholder value. Payment and benefits under the Executive Change in Control Program are provided only in the event of a qualifying termination of employment following a change in control (“double trigger”). Autodesk does not offer tax reimbursement or “gross-up” payments under the Executive Change in Control Program.

The material terms and conditions of the Executive Change in Control Program, as well as an estimate of the potential payments and benefits payable in the event of a termination of employment in connection with a change in control of Autodesk, are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement” below.

Retirement Provisions in RSU and PSU Agreements

To ensure the continued long-term service of key executive officers through an orderly retirement, the Board has adopted retirement provisions in RSU and PSU agreements entered into with executive officers starting in March 2019. Each of our NEOs, among other employees, is eligible to participate in the program. The retirement benefit available under this program is limited to partial continued vesting of outstanding RSUs and PSUs following a qualified retirement and is designed to encourage the continued long-term services of the NEOs and to allow for a smooth leadership transition upon their retirement. Continued vesting under the retirement provisions in RSU and PSU agreements is provided only in the event of a qualifying retirement.

The material terms and conditions of the retirement provisions, as well as an estimate of the potential benefit payable in the event of a qualifying retirement, are set forth in “Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement” below.

Mandatory Stock Ownership Guidelines

The Board believes that stock ownership by our executive officers is important to promote a long-term perspective and align the interests of our executive officers with those of our stockholders. We have adopted mandatory stock ownership guidelines for our executive officers, which require each executive officer to hold shares of Autodesk’s common stock equivalent in value to a multiple of his or her base salary. This is intended to create clear guidelines that tie a portion of the executive officer’s net worth to the performance of Autodesk’s stock price. The current stock ownership guidelines are as follows:
CEOExecutive Vice PresidentOther Senior Executives
Multiple of Base Salary6.0 times3.0 times3.0 times

Executive officers have four years from their hire or promotion to a position subject to a higher ownership threshold to satisfy the required level of stock ownership. For purposes of satisfying the required stock ownership level,
36 | AUTODESK, INC.


shares of common stock subject to outstanding RSU awards are counted as shares owned. The Board reviews progress against these guidelines and requirements annually and updates them as appropriate. As of the most recent review of attainment, each of our NEOs satisfied the ownership guidelines.

Clawback Policy

An executive officer’s cash incentive-based compensation may be recovered at the discretion of the Board if that officer has engaged in fraudulent or other intentional misconduct and the misconduct caused a material restatement of our financial statements.

Derivatives Trading and Anti-Hedging and Pledging Policy

Our insider trading policy prohibits executive officers, members of the Board, and all other employees from trading derivative securities related to Autodesk’s stock or engaging in short sales or other short-position transactions in shares of our stock. This policy does not restrict ownership of company-granted awards, such as options to purchase shares of our common stock or PSU or RSU awards, which have been granted by the Committee. The policy also prohibits all employees, including our executive officers, and members of the Board, from hedging Autodesk stock, holding it in a margin account, or otherwise pledging Autodesk securities.

Equity Award Grant Policy

All equity awards granted to the executive officers are approved by the Committee. Approval of the equity awards for the executive officers generally occurs at the Committee’s regularly scheduled quarterly meeting, although on occasion the Committee has approved new-hire, retention, or promotion grants outside of that cycle.

Effective Risk Management

Each year, the Committee evaluates Autodesk’s compensation-related risk profile. The Committee has concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Autodesk.

Regulatory Considerations and Practices

Autodesk continuously reviews and evaluates the impact of the tax laws and accounting practices and related interpretations on the executive compensation program. For example, the Committee considers Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), which results in recognition of compensation expense for share-based payment awards, and Section 409A of the Code, which affects deferred compensation arrangements, as it evaluates, structures, and implements changes to the program.

Deductibility Limitation

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain executive officers to $1 million per year. The Committee has and will continue to take into consideration Section 162(m) in establishing compensation of our executives but considers other factors and business needs as well. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond our control also can affect deductibility of compensation. For these and other reasons, the Committee has determined that it will not necessarily seek to limit executive compensation to the amount that is deductible under Section 162(m) of the Code.

Taxation of Deferred Compensation

Section 409A of the Code imposes significant additional taxes in the event an executive officer, director, or service provider receives “deferred compensation” that does not satisfy the restrictive conditions of the provision. Section 409A applies to a wide range of compensation arrangements, including traditional non-qualified deferred compensation plans, certain equity awards, and separation arrangements. To assist employees with avoiding
2022 Proxy Statement | 37


additional taxes under Section 409A, Autodesk has structured equity awards in a manner intended to comply with the applicable Section 409A conditions.

Taxation of “Golden Parachute” Payments

Sections 280G and 4999 of the Code provide that executive officers and directors who hold significant equity interests and certain other service providers may be subject to an excise tax if, in connection with a change in control, they receive payments or benefits that exceed certain prescribed limits. In addition, the relevant company or a successor may forfeit a deduction on the amounts subject to this additional tax. Autodesk did not provide any executive officer with a “gross-up” or other reimbursement payment for any tax liability the executive might owe as a result of the application of Sections 280G or 4999 during fiscal year 2022. In addition, Autodesk has not agreed and is not otherwise obligated to provide any NEO with such a “gross-up” or other reimbursement or to otherwise address the application of Sections 280G or 4999 in connection with payments or benefits arising from a change in control.

Accounting for Stock-Based Compensation

Autodesk follows ASC Topic 718 for stock-based compensation awards. ASC Topic 718 requires Autodesk to measure the compensation expense for all share-based payment awards made to employees (including executive officers) and members of the Board, including options to purchase shares of common stock, based on the grant date “fair value” of these awards. Fair value is calculated for accounting purposes and reported in the compensation tables below, even though the executive officers and directors may never realize any value from their awards. ASC Topic 718 also requires Autodesk to recognize the compensation cost of these share-based payment awards in the income statements over the period that an employee or director is required to render service in exchange for the stock option or other award.


Compensation Committee Report

The Compensation and Human Resources Committee of the Board of Directors, which is composed solely of independent members of the Board of Directors, assists the Board in fulfilling its responsibilities regarding compensation matters and, pursuant to its charter, is responsible for determining the compensation of Autodesk’s executive officers. The Compensation and Human Resources Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement with management. Based on this review and discussion, the Compensation and Human Resources Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION AND HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS

Mary T. McDowell, Chair
Reid French
Blake Irving

38 | AUTODESK, INC.


Summary Compensation Table

The Summary Compensation Table below presents information concerning the total compensation of our named executive officers for fiscal years 2022, 2021 and 2020.
Named Executive Officer
and Principal Position
Fiscal
Year
Salary
($)
Bonus
($) (1)
Stock
Awards
($) (2)
Non-Equity
Incentive
 Plan
Compensation
($) (3)
All Other
Compensation
($) (4)
Total
($)
Andrew Anagnost20221,000,452 — 21,095,069 — — 22,095,521 
Chief Executive Officer and2021975,559 — 13,559,493 1,221,311 — 15,756,363 
 President2020904,327 — 9,679,365 935,250 50,715 11,569,657 
Debbie Clifford2022540,247 — 9,943,056 420,300 — 10,903,603 
Executive Vice President and
Chief Financial Officer
Steven M. Blum,2022610,909 — 6,140,367 — — 6,751,276 
Executive Vice President and2021591,187 — 6,306,531 444,000 — 7,341,718 
Chief Operating Officer2020623,615 — 3,558,289 386,280 81,107 4,649,291 
Pascal W. Di Fronzo,2022514,500 — 3,660,539 — — 4,175,039 
Executive Vice President2021513,793 — 2,805,623 385,875 — 3,705,291 
Corporate Affairs, Chief Legal Officer and Secretary2020541,962 — 1,896,136 335,711 6,962 2,780,771 
_____________
(1)Represents payments made to our named executive officers for amounts that relate to: signing bonuses, payments made in recognition of years of service as part of an Autodesk company-wide program.
(2)Amounts consist of the aggregate grant date value for PSU and RSU awards computed in accordance with FASB ASC Topic 718, based on target levels of achievement (the probable outcome at grant) in the case of PSUs and does not reflect actual amounts earned. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2022. The maximum value of PSU awards generally is capped at 200% of target for fiscal year 2020 through fiscal year 2022. The maximum values for PSU awards granted in fiscal year 2022 are as follows: Dr. Anagnost: $28,340,393; Ms. Clifford: $2,003,969; Mr. Blum: $8,850,397; and Mr. Di Fronzo: $5,451,593. Actual PSU awards earned in fiscal year 2022 by the named executive officers are shown in “Long-Term Incentive Compensation" in the Compensation Discussion and Analysis. Amounts also include grant date for value for PSUs issued pursuant to the bonus to equity exchange program discussed in “Annual Short-Term Incentive Compensation” in the Compensation Discussion and Analysis.
(3)Represents amounts earned for services performed during the relevant fiscal year pursuant to our short-term cash incentive plan (“EIP”) for all executive officers shown. The amounts shown reflect the total cash amounts awarded under the EIP, which are payable in the first quarter of the following fiscal year.
(4)Represents all other compensation for the relevant fiscal year not reported in the previous columns, reimbursement of certain tax expenses, authorized familial travel and gifts in connection with business trips, Autodesk’s matching contributions to pre-tax savings plans, insurance premiums, personal gifts and related tax gross ups. Generally, unless the items included in this category exceed the greater of $25,000 or 10% of the total amount of perquisites received by a given named executive officer, individual perquisites are not separately identified and quantified.

Grants of Plan-Based Awards in Fiscal Year 2022

Grants of plan-based awards reflect grants made to our named executive officers under our non-equity incentive plans and equity compensation plans during fiscal year 2022. The following tables include potential threshold, target, and maximum amounts payable under our EIP for performance during fiscal year 2022, and do not constitute compensation on top of the amounts included in the Summary Compensation Table. However, these amounts do not reflect amounts actually earned for fiscal year 2022. The following table also includes amounts relating to PSUs and RSUs issued under our 2012 Stock Plan. See “Annual Short-Term Incentive Compensation" and “Long-Term Incentive Compensation" in the Compensation Discussion and Analysis for actual amounts earned in fiscal year 2022 by the named executive officers and further discussion of plan-based and other awards.

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The following tables present information concerning grants of plan-based awards to each of the named executive officers during fiscal year 2022:
  Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)Estimated Future Payouts Under Equity Incentive Plan Awards (3)All  Other
Stock
Awards:
Number of
Shares of
Stock (#)(4)
Grant Date
Fair Value
of Stock
Awards ($)
(5)
Named Executive OfficerGrant
Date (1)
Threshold ($)Target ($)Maximum ($)Threshold (#)Target (#)Maximum 
(#)
Andrew4/10/2021— — — — — — 23,514 6,924,873 
 Anagnost4/10/2021— — — — 14,018 28,036 — 4,162,645 
4/10/2021— — — — 17,507 35,014 — 4,814,950 
4/10/2021— — — — 11,758 23,516 — 3,852,626 
4/10/2021— — — — 4,550 9,100 1,339,975 
Debbie3/8/2021— — — — — — 28,211 7,140,204 
Clifford4/10/2021— — — — — — 6,115 1,800,868 
4/10/2021— — — — 3,058 6,116 — 1,001,984 
— — 450,000 900,000 — — — — — 
Steve M.4/10/2021— — — — — — 5,824 1,715,168 
 Blum4/10/2021— — — — 5,097 10,194 — 1,513,554 
4/10/2021— — — — 5,387 10,774 — 1,481,587 
4/10/2021— — — — 2,912 5,824 — 954,146 
4/10/2021— — — 1,616 3,232 — 475,912 
Pascal W.4/10/2021— — — — — — 3,174 934,743 
Di Fronzo4/10/2021— — — — 2,293 4,586 — 680,906 
4/10/2021— — — — 4,040 8,080 — 1,111,121 
4/10/2021— — — — 1,587 3,174 — 519,996 
4/10/2021— — — — 1,405 2,810 — 413,773 
_____________
(1)Reflects the date on which the Committee approved the grant of an equity award or, if later in the case of a PSU award, the date on which the Committee established the performance metric underlying such award or a component thereof.
(2)Reflects target and maximum dollar amounts payable under the EIP for performance during fiscal year 2022, as described in “Compensation Discussion and Analysis—Principal Elements of the Executive Compensation Program.” “Threshold” refers to the minimum amount payable for a certain level of performance; “Target” refers to the amount payable if specified performance targets are reached; and “Maximum” refers to the maximum payout possible. At the end of fiscal year 2021, all NEOs, except for Ms. Clifford, who joined Autodesk after the election date, elected to participate in the bonus to equity exchange program and did not participate in the EIP.
(3)Except as described below, represents shares of our common stock subject to each of the PSU awards granted to the named executive officers in fiscal year 2022 under our 2012 Stock Plan. These columns show the awards that were possible at the threshold, target, and maximum levels of performance. Shares were to be earned based upon a total revenue and free cash flow goal for fiscal year 2022 adopted by the Committee (the “Annual Financial Results”), as well as TSR compared against the companies in the S&P Computer Software Select Index or the S&P North American Technology Software Index with a market capitalization over $2 billion (“Relative TSR”). In each case, Annual Financial Results for the relevant performance period could result in PSU attainment, subject to the Relative TSR modifier, of 0%-150% of target. Once the Annual Financial Results percentage is established, it is multiplied by a percentage ranging from 67%-133%, depending on Autodesk's Relative TSR performance for the period. Ultimately, PSUs could be earned from 0%-200% of target. Actual PSU awards earned in fiscal year 2022 by the named executive officers under this program are shown in “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis. The last rows for each of Dr. Anagnost, Mr. Blum and Mr. Di Fronzo reflect PSUs issued pursuant to the bonus to equity exchange program discussed in “Annual Short-Term Incentive Compensation” in the Compensation Discussion and Analysis. Ms. Clifford was not employed by Autodesk at the time elections were made; therefore, she received a cash bonus under the Executive Incentive Plan for fiscal year 2022.
(4)RSUs granted on April 10, 2021 vest in three equal annual installments beginning on March 25, 2022. RSUs granted to Ms. Clifford on March 8, 2021 vest per the terms of her employment agreement.
(5)Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2022. These amounts do not correspond to the actual value that will be realized by the named executive officers upon the vesting of RSUs or the sale of the common stock underlying such awards.

40 | AUTODESK, INC.


Outstanding Equity Awards at Fiscal Year 2022 Year End

The following table presents information concerning outstanding unvested RSU and PSU awards for each named executive officer as of January 31, 2022. This table includes RSUs and PSUs granted under the 2012 Stock Plan. Unless otherwise indicated, all RSU awards vest in three equal annual installments beginning on the first anniversary of the date of grant.
 Stock Awards
Named Executive OfficerGrant
Date
Number of  Shares of Stock That Have Not Vested (#) Market Value of Shares of Stock That Have Not
Vested ($) (1)
Andrew Anagnost3/21/201914,438 (2)3,606,468 
3/21/20199,345 2,334,288 
4/9/202032,913 (3)8,221,338 
4/9/202023,342 5,830,598 
4/10/202133,743 (4)8,428,664 
4/10/20214,700 (5)1,174,013 
4/10/202123,514 5,873,562 
Debbie Clifford3/8/202114,362 (6)3,587,484 
4/10/20218,774 (4)2,191,657 
4/10/20216,115 1,527,466 
Steven M. Blum3/21/20195,250 (2)1,311,398 
3/21/20193,398 848,786 
4/9/202010,127 (3)2,529,623 
4/9/20207,182 1,793,992 
1/10/20214,683 1,169,767 
4/10/20218,357 (4)2,087,495 
4/10/20211,341 (5)334,968 
4/10/20215,824 1,454,777 
Pascal W. Di Fronzo3/21/20192,362 (2)590,004 
3/21/20191,529 381,929 
4/9/20207,595 (3)1,897,155 
4/9/20205,386 1,345,369 
4/10/20214,555 (4)1,137,793 
4/10/20211,166 (5)291,255 
4/10/20213,174 792,833 
_____________
(1)Market value of RSUs and PSUs that have not vested is computed by multiplying (i) $249.79, the closing price on the Nasdaq of Autodesk common stock on January 31, 2022, the last trading day of fiscal year 2022, by (ii) the number of shares of stock underlying the applicable award.
(2)Awards relate to the third-year tranche of PSU awards granted on March 21, 2019, under the 2012 Plan. These PSUs were subject to achievement of a total revenue and free cash flow goal for fiscal year 2022 adopted by the Committee, as well as Relative TSR. This tranche was earned as of January 31, 2022, and subject to vest on March 21, 2022.
(3)Awards related to the second- and third-year tranches of PSU awards granted on April 9, 2020, under the 2012 Plan. The second-year tranche of these PSUs was subject to achievement of a total revenue and free cash flow goal for fiscal year 2022 adopted by the Committee, as well as Relative TSR. The second-year tranche was earned as of January 31, 2022, and subject to vest on March 21, 2022.
(4)Awards related to the first-, second-, and third-year tranches of PSU awards granted on April 10, 2021, under the 2012 Plan. The first-year tranche of these PSUs were subject to achievement of a total revenue and free cash flow goal for fiscal year 2022 adopted by the Committee, as well as Relative TSR. The first-year tranche was earned as of January 31, 2022, and subject to vest on March 25, 2022.
(5)Awards related to the bonus to equity exchange program PSU Awards granted on April 10, 2021 in lieu of an annual cash bonus under the Executive Incentive Plan. The PSUs have a one-year vest period and were subject to achievement of a total revenue and total non-GAAP operating income goal for fiscal year 2022 adopted by the Committee. These PSUs were earned as of January 31, 2022, and subject to vest on March 25, 2022. Ms. Clifford was not employed by Autodesk at the time elections were made; therefore, she received a cash bonus under the Executive Incentive Plan for fiscal year 2022.
(6)RSUs granted to Ms. Clifford on March 8, 2021 vest per the terms of her employment agreement.

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Option Exercises and Stock Vested at Fiscal Year 2022 Year End

There were no stock options exercised by any of the named executive officers during fiscal year 2022. The following table presents information concerning the vesting of stock awards held by each of the named executive officers during fiscal year 2022.  
 Stock Awards
Named Executive OfficerNumber of Shares Acquired on Vesting (#)Value Realized on Vesting ($) (1)
Andrew Anagnost75,634 $19,810,296 
Debbie Clifford13,849 $3,981,034 
Steven M. Blum26,193 $6,883,084 
Pascal W. Di Fronzo14,957 $3,917,296 
______________ 
(1)Reflects the number of shares acquired on vesting of RSUs or PSUs multiplied by the closing market price of our common stock as reported on the Nasdaq on the vesting date.

Nonqualified Deferred Compensation for Fiscal Year 2022

Under our Nonqualified Deferred Compensation Plan, certain U.S.-based officers (including named executive officers) may defer compensation earned such as salary or awards under the EIP. Deferral elections are made by eligible executive officers each year during an open enrollment period for amounts to be earned in the following year. Autodesk does not make any contribution for executive officers under the Nonqualified Deferred Compensation Plan. Prior to April 2013, we maintained the Autodesk, Inc. Equity Incentive Deferral Plan, which permitted certain executive officers to defer up to 50% of their EIP award.

The following table presents information regarding non-qualified deferred compensation activity for each listed officer during fiscal year 2022:
Named Executive OfficerExecutive Contributions (Distributions) in Fiscal Year ($)Aggregate
Earnings/
(Losses) in
Fiscal Year ($) (1)
Aggregate
Balance at
Fiscal Year End ($)
Andrew Anagnost176,154 165,551 5,173,137 
Debbie Clifford43,569 18,568 222,834 
Steven M. Blum133,200 174,390 2,440,413 
Pascal W. Di Fronzo(280,745)32,643 — 
_____________
(1)None of the earnings or losses in this column are reflected in the Summary Compensation Table because they are not considered preferential or above market.
CEO Pay Ratio

In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The fiscal year 2022 annual total compensation of our CEO was $22,095,521. The fiscal year 2022 annual total compensation of our median compensated employee was $137,042, and the ratio of these amounts was 161.2 to 1.

To identify the median employee, we examined the compensation of our full- and part-time employees (other than our CEO) as of the last day of our fiscal year. We used target total direct compensation as our consistently applied compensation measure. Target total direct compensation for this purpose consisted of each employee’s estimated salary earnings, target non-equity incentive opportunity, and the fair market value price of his or her equity incentive awards granted in fiscal year 2022. We also converted all employee compensation, on a country-by-country basis, to U.S. dollars based on the applicable year-end exchange rate. After identifying the median employee, we calculated the annual total compensation for such employee using the same methodology that we used for our NEOs as set forth in the Summary Compensation Table. In fiscal year 2022 the pay ratio increased year-over-year based largely upon an increase in variable stock-based compensation for our CEO.
42 | AUTODESK, INC.



The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement

In an effort to ensure the continued service of our executive officers in the event of a change in control, each of our executive officers (other than our CEO) participates in an Executive Change in Control Program (the “Program”) that was initially approved by the Board in March 2006, and most recently amended and restated by the Committee in April 2022. Dr. Anagnost has a change-in-control provision in his employment agreement, as noted below. Additionally, in August 2018, the Committee adopted the Autodesk, Inc. Severance Plan (the “Severance Plan”) to establish standard executive severance terms and to minimize the need to negotiate individualized executive severance terms in the future. Each of our current executive officers (other than our CEO) has been designated by the Committee to participate in the Severance Plan. The Board adopted retirement provisions in RSU and PSU agreements entered into with executive officers starting in March 2019 and amended the Severance Plan in March 2021 to provide benefits for executive officers who voluntarily terminate their employment for a “qualified retirement” as defined under the Severance Plan. Each of our current executive officers is eligible to receive the retirement benefits, although currently only three of our NEOs has served at Autodesk long enough to have a qualifying retirement under the provisions.

Executive Change in Control Program

Under the terms of the Program, if, within 60 days prior or 12 months following a “change in control,” an executive officer who participates in the Program is terminated without “cause,” or voluntarily terminates his or her employment for “good reason” (as those terms are defined in the Program), the executive officer will receive (among other benefits), following execution of a release and non-solicitation agreement:
An amount equal to 1.5 times the sum of the participant’s annual base salary and target annual bonus, plus the participant’s pro-rata target bonus, provided the executive officer was eligible to receive such bonus in cash, payable in a lump sum;
Acceleration of all of the participant’s outstanding incentive equity awards, including stock options, RSUs, and PSUs (which PSUs shall become vested at the “target” level set forth in the applicable notice of grant);
Reimbursement of the total applicable premium cost for medical and dental coverage for the participant and his or her eligible spouse and dependents until the earlier of 18 months from the date of termination or when the participant becomes covered under another employer’s employee benefit plans; and
An executive officer who is terminated for any other reason will receive severance or other benefits only to the extent the executive would be entitled to receive them under our then-existing benefit plans and policies. If the benefits provided under the Program constitute parachute payments under Section 280G of the Code and are subject to the excise tax imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or (2) delivered to such lesser extent that would result in no portion of the benefits being subject to the excise tax, whichever results in the executive officer receiving the greatest amount of benefits.
As defined in the Program, a “change in control” occurs if any person acquires 50% or more of the total voting power represented by voting securities, if Autodesk sells all or substantially all its assets, if Autodesk merges or consolidates with another corporation, or if the composition of the Board changes substantially.
2022 Proxy Statement | 43


Severance Plan

Termination Without Cause or for Good Reason

Under the terms of the Severance Plan, if a participant in the Severance Plan is terminated without “cause” or voluntarily terminates his or her employment for “good reason” (as those terms are defined in the Severance Plan) then, in addition to payment of accrued base salary, vacation, and any previously awarded but unpaid bonus, the participant will be eligible to receive the following benefits under the Severance Plan, subject to execution of a release and compliance with certain non-disparagement, non-solicitation and confidentiality covenants:
A lump sum payment equal to the sum of (a) 1.5 times the participant's base pay as in effect on the date of termination, and (b) 1.5 times the participant’s target annual cash bonus incentive amount under Autodesk’s annual cash bonus incentive plan applicable to the participant as in effect on the date of termination;
Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the termination;
Continued vesting of the participant’s PSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the termination, based on the extent to which the underlying performance criteria with respect to such awards are satisfied for such performance period;
A taxable lump sum payment in an amount equal to 12 times the monthly premium that the participant would be required to pay to continue their group health coverage if the participant had made a timely election under COBRA; and
Company-provided outplacement services in accordance with Autodesk’s then-applicable outplacement service program or arrangements for 18 months immediately following the date of termination.
Retirement

In March 2021, we amended the Severance Plan to provide additional benefits to participants who voluntarily terminate employment for qualified retirement. If a participant’s termination is considered a qualified retirement, then, in addition to payment of accrued base salary, vacation, and any previously awarded but unpaid bonus, the participant will be eligible to receive the following benefits under the Severance Plan:
A lump sum payment equal to the sum of (a) 1.5 times the participant's base pay, (b) 1.5 times the participant’s target annual cash bonus incentive amount under Autodesk’s annual cash bonus incentive plan applicable to the participant as in effect as of the qualified retirement, and (c) a pro-rata portion of the participant’s target annual cash bonus incentive amount as in effect as of the qualified retirement, for the fiscal year in which the qualified retirement occurs;
Accelerated vesting of the participant’s time-based RSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the qualified retirement;
Continued vesting of the participant’s PSUs that would have become vested had the participant remained continuously employed by Autodesk for an additional 12 months following the qualified retirement, based on the extent to which the underlying performance criteria with respect to such awards are satisfied for such performance period; and
A taxable lump sum payment in an amount equal to 18 times the monthly premium that the participant would be required to pay to continue their group health coverage if the participant had made a timely election under COBRA.
For the purposes of the Severance Plan, “qualified retirement” is defined as a voluntary termination of employment by an executive officer, which meets either of the following requirements: (i) one’s combined total age plus years of employment with Autodesk is equal to or greater than 75 or (ii) one is at least 55 years of age and completes at least 10 years of employment with Autodesk. Unless waived by the administrator of the plan or the Chief Executive Officer, in order for such voluntary termination to be deemed a qualified retirement, one must properly deliver written notice of his or her intent to resign employment with Autodesk in a qualified retirement at least three months prior to the effective date of such qualified retirement.

44 | AUTODESK, INC.


Internal Revenue Code Section 280G

The Severance Plan does not provide for any excise tax payment. In the event that any payment or benefit payable to a participant under the Severance Plan would result in the imposition of excise taxes under the “golden parachute” provisions of Section 280G of the Code, then such payments and benefits will be (1) delivered in full, or (2) delivered to such lesser extent that would result in no portion of the benefits being subject to the excise tax, whichever results in the participant receiving the greatest amount of benefits.

Employment Agreement with Andrew Anagnost

In connection with Dr. Anagnost’s appointment as CEO, in June 2017, Dr. Anagnost entered into an employment agreement with Autodesk, which was amended in April 2022, which provides for, among other things, certain payments and benefits to be provided to Dr. Anagnost in the event his employment is terminated without “cause” or he resigns for “good reason,” including in connection with a “change of control,” as each such term is defined in Dr. Anagnost's employment agreement.

In the event Dr. Anagnost's employment is terminated by Autodesk without cause or if Dr. Anagnost resigns for good reason and in each case such termination is not in connection with a change of control, Dr. Anagnost would receive (i) payment of 200% of his then current base salary for 12 months; (ii) payout of his pro-rata bonus for the fiscal year in which termination occurs, provided Autodesk bonus targets are satisfied, to be paid in one lump sum on or before March 15 of the succeeding fiscal year; (iii) fully accelerated vesting of all of his then outstanding, unvested equity awards (other than any awards that vest in whole or in part based on performance); (iv) with respect to his then outstanding unvested equity awards that vest in whole or in part based on performance, those awards will vest as if he had remained continuously employed by Autodesk through the end of the performance period in which his employment is terminated, based on the extent, if any, that the underlying performance criteria for those awards are satisfied for that performance period, as prorated to reflect the number of days in which he was employed during such period; and (v) reimbursement for premiums paid for continued health benefits for Dr. Anagnost and his eligible dependents until the earlier of 12 months following termination or the date Dr. Anagnost becomes covered under similar health plans. In addition, Dr. Anagnost is subject to non-solicitation and non-competition covenants for 12 months following a termination that gives rise to the severance benefits discussed above.

If, in connection with a change of control, Dr. Anagnost’s employment is terminated by Autodesk without cause or if Dr. Anagnost resigns for good reason, Dr. Anagnost would receive (i) a lump sum payment in an amount equal to 200% of his annual base salary and target annual bonus; (ii) payout of his pro-rata target bonus for the fiscal year in which termination occurs to be paid in one lump sum on or before March 15 of the succeeding fiscal year; (iii) fully accelerated vesting of all of his then outstanding unvested equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria; and (iv) reimbursement for premiums paid for continued health benefits for Dr. Anagnost and his eligible dependents until the earlier of 18 months following termination or the date Dr. Anagnost becomes covered under similar health plans.

Retirement Provisions in RSU and PSU Agreements

The RSU and PSU agreements entered into with our executive officers in March 2019 and after contain provisions that permit partial continued vesting of outstanding RSUs and PSUs following a qualified retirement, as follows:
Time-based RSUs that would otherwise vest within 12 months following the qualified retirement will fully accelerate and become vested as of the date of the qualified retirement, and any time-based RSUs that remain unvested after application of this provision will immediately be forfeited and cancelled for no additional consideration upon the qualified retirement; and
PSUs that would otherwise vest within 12 months following the qualified retirement will continue to vest as if the executive officer had remained continuously employed by Autodesk through the vest date next following the qualified retirement, based on the extent, if any, that the underlying performance criteria with respect to such awards are satisfied for the applicable performance period, and the remainder of such PSUs that do not become vested pursuant to this provision, if any, shall be forfeited and canceled for no additional consideration.
2022 Proxy Statement | 45


For the purposes of this provision, “qualified retirement” has the same definition as in the Severance Plan. Unless waived by the administrator of the applicable stock plan, in order for such voluntary termination to be deemed a qualified retirement, one must properly deliver written notice of his or her intent to resign from employment with Autodesk in a qualified retirement at least three months prior to the effective date of such qualified retirement.

Potential Payments Upon Termination or Change in Control

The tables below list the estimated amount of compensation payable to each of the named executive officers in the event of voluntary termination, involuntary not-for-cause termination, for-cause termination, termination following a change in control, and termination in the event of disability or death of the executive. The amounts shown assume that such termination was effective as of January 31, 2022, and include all components of compensation, benefits, and perquisites payable under the Severance Plan and Executive Change in Control Program effective during the 2022 fiscal year or, in the case of Dr. Anagnost, pursuant to his employment agreement, discussed above.

Estimated amounts for share-based compensation are based on the closing price of our common stock on the Nasdaq on Monday, January 31, 2022, which was $249.79 per share. The actual amounts for all named executive officers to be paid out can only be determined at the time of such executive’s separation.


Andrew Anagnost
Executive Benefits and PaymentsVoluntary
Termination
on
1/31/2022 ($)
Involuntary
Not For Cause
or Voluntary
for Good
Reason
(Except 
Change
in Control)
Termination on
1/31/2022 ($)
For Cause
Termination
on
1/31/2022 ($)
Involuntary
Not for Cause
or Voluntary
For Good
Reason
(Change in
Control)
Termination on
1/31/2022 ($)
Disability on
1/31/2022 ($)
Death on
1/31/2022 ($)
Compensation:
Severance (1)— 2,000,000 — 4,500,000 — — 
Pro-Rata Target Bonus (2)— — — — — — 
Equity Awards (3)18,391,616 25,222,623 — 36,233,288 36,233,288 36,233,288 
Benefits and perquisites:
Health Insurance (4)— 29,460 — 44,189 29,460 — 
Disability Income (5)— — — — 2,140,780 — 
Accidental Death or Dismemberment (6)— — — — 2,000,000 2,000,000 
Life Insurance (7)— — — — — 2,000,000 
Total Executive Benefits and Payments Upon Separation18,391,616 27,252,083 — 40,777,477 40,403,528 40,233,288 

46 | AUTODESK, INC.


Debbie Clifford
Executive Benefits and PaymentsVoluntary
Termination
on
1/31/2022 ($)
Involuntary
Not For Cause
or Voluntary
for Good
Reason
(Except 
Change
in Control)
Termination on
1/31/2022 ($)
For Cause
Termination
on
1/31/2022 ($)
Involuntary
Not for Cause
or Voluntary
For Good
Reason
(Change in
Control)
Termination on
1/31/2022 ($)
Disability on
1/31/2022 ($)
Death on
1/31/2022 ($)
Compensation:
Severance (1)— 1,575,000 — 1,575,000 — — 
Pro-Rata Target Bonus (2)— — — 375,002 — — 
Equity Awards (3)— 3,565,617 — 7,406,024 7,406,024 7,406,024 
Benefits and perquisites:
Health Insurance (4)— 446 — 361 241 — 
Disability Income (5)— — — — 3,254,462 — 
Accidental Death or Dismemberment (6)— — — — 600,000 600,000 
Life Insurance (7)— — — — — 600,000 
Total Executive Benefits and Payments Upon Separation— 5,141,063 — 9,356,387 11,260,727 8,606,024 


Steven M. Blum
Executive Benefits and PaymentsVoluntary
Termination
on
1/31/2022 ($)
Involuntary
Not For Cause
or Voluntary
for Good
Reason
(Except 
Change
in Control)
Termination on
1/31/2022 ($)
For Cause
Termination
on
1/31/2022 ($)
Involuntary
Not for Cause
or Voluntary
For Good
Reason
(Change in
Control)
Termination on
1/31/2022 ($)
Disability on
1/31/2022 ($)
Death on
1/31/2022 ($)
Compensation:
Severance (1)922,500 1,614,375 — 1,614,375 — — 
Pro-Rata Target Bonus (2)— — — — — — 
Equity Awards (3)6,864,027 6,864,027 — 11,817,315 11,817,315 11,817,315 
Benefits and perquisites:
Health Insurance (4)54,117 36,078 — 32,822 21,881 — 
Disability Income (5)— — — — 2,092,453 — 
Accidental Death or Dismemberment (6)— — — — 2,000,000 2,000,000 
Life Insurance (7)— — — — — 2,000,000 
Total Executive Benefits and Payments Upon Separation7,840,644 8,514,480 — 13,464,512 15,931,649 15,817,315 

2022 Proxy Statement | 47


Pascal W. Di Fronzo
Executive Benefits and Payments Voluntary
Termination
on
5/9/2022 ($) (8)
Compensation:
Severance 2,140,036 
Equity Awards 2,342,531 
Benefits and perquisites:
Health Insurance 80,574 
Disability Income — 
Accidental Death or Dismemberment — 
Life Insurance — 
Total Executive Benefits and Payments Upon Separation4,563,141 
______________
(1)Severance: For Dr. Anagnost, the amounts shown would be paid in accordance with his employment agreement as amended on April 27, 2022 based on base salary and target bonus in effect at January 31, 2022. For the other continuing named executive officers, the amounts shown would be paid in accordance with the Severance Plan in effect at January 31, 2022 or Executive Change in Control Program as amended on April 27, 2022 based on base salary and target bonus in effect at January 31, 2022.
(2)Pro-Rata Target Bonus: Represents pro-rata target bonus amounts for the year in which the termination occurred, which is payable under Dr. Anagnost’s employment agreement and the Executive Change in Control Program, each as amended on April 27, 2022. No amount is payable for the named executive officers who participated in the bonus to equity exchange program.
(3)Equity Awards: Pursuant to Autodesk's form of RSU and PSU award agreement, in the case of a Qualified Retirement, partial continued vesting of outstanding RSUs and PSUs continues, and in the case of Disability or Death, unvested time-based RSUs vest in full and unvested PSUs vest at target. For Dr. Anagnost, the amounts shown for other termination scenarios reflect the value of unvested equity awards accelerated in accordance with his employment agreement as amended on April 27, 2022. For the other continuing named executive officers, the amounts shown for other termination scenarios reflect the value of unvested equity awards accelerated in accordance with the Severance Plan in effect at January 31, 2022 or Executive Change in Control Program as amended on April 27, 2022. Reported values are based on the closing price of our common stock on January 31, 2022 ($249.79 per share) for RSUs and PSUs and target PSUs.
(4)Health Insurance: For Dr. Anagnost, in accordance with his employment agreement as amended on April 27, 2022, these amounts represent the cost of continuing coverage for Dr. Anagnost and his dependents. The amount shown in the Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column reflects 12 months of coverage after separation. The amounts in the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column reflect 18 months of coverage after separation. For the other continuing named executive officers, these amounts represent the cost of continuing coverage for medical and dental benefits for each executive and his or her dependents (i) in the case of the Disability column, for 12 months in accordance with Autodesk's benefits program, (ii) in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column, for 12 months after separation and grossed up for taxes in accordance with the Severance Plan in effect at January 31, 2022, and (iii) in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column, for 18 months after separation in accordance with the Executive Change in Control Program as amended on April 27, 2022.
(5)Disability Income: Reflects the estimated present value of all future payments to each executive under his or her elected disability program, which represent 100% of base salary for the first 90 days, and then 662/3% of salary thereafter, with a maximum of $20,000 per month, until the age of 67. These payments would be made by the insurance provider, not by Autodesk.
(6)Accidental Death or Dismemberment: Reflects the lump-sum amount payable to each executive or his or her beneficiaries by Autodesk’s insurance provider in the event of the executive’s accidental death. There is also a prorated lump sum payment for dismemberment. The amount shown as payable upon dismemberment is based upon the payout for the most severe dismemberment under the plan.
(7)Life Insurance: Reflects the lump-sum amount payable to beneficiaries by Autodesk’s insurance provider in the event of the executive’s death.
(8)Mr. Di Fronzo’s retirement from Autodesk is effective May 9, 2022. Severance and health insurance amounts in this table reflect the actual amounts Mr. Di Fronzo will receive as part of his Qualified Retirement Agreement. Equity awards reflect the RSUs and PSUs that would vest within 12 months following the retirement date. The equity value is based on the closing price of our common stock on January 31, 2022 ($249.79 per share).
48 | AUTODESK, INC.


Compensation of Directors

During fiscal year 2022, 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 Chair of the Boardan additional$75,000
Chair of the Audit Committeean additional$25,000
Chair of the Compensation and Human Resources Committeean additional$20,000
Chair of the Corporate Governance and Nominating Committeean additional$10,000

The annual compensation cycle for non-employee directors begins on the date of the annual stockholders’ meeting and ends on the date of the next annual stockholders meeting (“Directors’ Compensation Cycle”). Director compensation in the tables below represent the portion of annual compensation with respect to service during Autodesk's fiscal year 2022.

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 (“Elected RSUs”). If cash is elected, cash compensation is accrued monthly and paid quarterly, in arrears. The Elected RSUs are issued at the beginning of the Directors’ Compensation Cycle on the date of the annual meeting of stockholders and vest on the date of the annual meeting of stockholders in the following year, provided that the recipient is a director on such date.
Non-Employee Director Annual Compensation Cycle
June 16, 2021 Annual Stockholder Meeting - June 16, 2022 Annual Stockholder Meeting
Director% Annual Fees Elected to Convert to RSUs
(June 18, 2020 - June 16, 2021)
% Annual Fees Elected to Convert to RSUs
(June 17, 2021 - June 16, 2022)
Stacy J. Smith100 100 
Karen Blasing 20 40 
Reid French 100 100 
Dr. Ayanna Howard
100 100 
Blake Irving100 100 
Mary T. McDowell100 100 
Stephen Milligan 100 100 
Lorrie M. Norrington100 100 
Betsy Rafael— — 


During fiscal year 2022, 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 $250,000 and prorated based on service on the date such director joined the Board (“Initial RSUs”), with subsequent annual grants of RSUs with a grant date value of $250,000 on the date of the annual meeting (“Subsequent Annual RSUs”).
The number of calendar days from the Date of Grant to Autodesk’s next annual meeting of stockholders
Fair Market Value of a Share on the Date of GrantResult is rounded down to the nearest whole number of shares
$250,000x/=
365
Initial RSUs vest upon the annual meeting of stockholders following the date of grant. Subsequent Annual RSUs vest over a one-year period. If a non-employee director is appointed on the date of an annual meeting, such non-employee director is not eligible to an Initial RSU.

Under the 2012 Outside Directors’ Stock Plan, directors may elect to defer all or part of their Subsequent Annual RSUs and Elected RSUs. Distributions of these deferred RSUs will be made in shares of Autodesk’s common stock in annual installments or by lump sum in accordance with the distribution election made by the director.

2022 Proxy Statement | 49


The tables below present information concerning the compensation paid by us to each of our non-employee directors for fiscal year 2022. Dr. Anagnost, who was an Autodesk employee during fiscal year 2022, did not receive additional compensation for his service as a director.
Current DirectorsFees Earned or
Paid in Cash
($) (1)
Stock Awards
($) (2)
Total
($)
Stacy J. Smith150,000 279,992 429,992 
Karen Blasing75,000 254,842 329,842 
Reid French75,000 264,959 339,959 
Dr. Ayanna Howard75,000 265,049 340,049 
Blake Irving75,000 264,959 339,959 
Mary T. McDowell95,000 269,043 364,043 
Stephen Milligan75,000 264,959 339,959 
Lorrie M. Norrington85,000 266,961 351,961 
Betsy Rafael100,000 249,926 349,926 
______________ 
(1)Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal year 2022, directors could elect to receive up to 100% of their compensation in the form of RSUs in lieu of cash. The following table represents actual cash received by the directors in fiscal year 2022 based on their elections. See footnote (b) for more information regarding the RSUs granted in lieu of cash.
Current DirectorsFees Actually Paid in Cash ($)
Stacy J. Smith— 
Karen Blasing52,500 
Reid French— 
Dr. Ayanna Howard— 
Blake Irving— 
Mary T. McDowell— 
Stephen Milligan— 
Lorrie M. Norrington— 
Betsy Rafael100,000 

(2)The Stock Awards column reflects (i) the grant date fair value of the Initial RSUs and Subsequent Annual RSUs and (ii) the pro-rata grant date fair value of 20% of the stock awards the directors earned during fiscal year 2022 in lieu of cash. The 20% represents the premium of $1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2022. These amounts do not correspond to the actual value that will be realized by the directors upon the vesting of RSUs or the sale of the common stock underlying such awards.

50 | AUTODESK, INC.


The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 18, 2020, in lieu of cash foregone for the June 19, 2020, through June 16, 2021, Directors’ Compensation Cycle:
Restricted Stock Unit
Current DirectorsTotal Number of Shares (#)Number of Shares Representing the 20% Premium (#)Grant Date Fair Value of Stock Awards ($)Grant Date Fair Value of the 20% Premium of the Stock Awards ($)
Stacy J. Smith756 126 179,981 29,997 
Karen Blasing75 12 17,855 2,857 
Reid French378 63 89,990 14,998 
Dr. Ayanna Howard378 63 89,990 14,998 
Blake Irving378 63 89,990 14,998 
Mary T. McDowell478 79 113,797 18,808 
Stephen Milligan378 63 89,990 14,998 
Lorrie M. Norrington428 71 101,894 16,903 
Betsy Rafael— — — — 

The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 16, 2021, in lieu of cash foregone for the June 17, 2021, through June 16, 2022, Directors’ Compensation Cycle:
Restricted Stock Unit
Current DirectorsTotal Number of Shares (#)Number of Shares Representing the 20% Premium (#)Grant Date Fair Value of Stock Awards ($)Grant Date Fair Value of the 20% Premium of the Stock Awards ($)
Stacy J. Smith657 110 179,827 30,108 
Karen Blasing131 22 35,856 6,022 
Reid French328 55 89,777 15,054 
Dr. Ayanna Howard328 55 89,777 15,054 
Blake Irving328 55 89,777 15,054 
Mary T. McDowell416 70 113,863 19,100 
Stephen Milligan328 55 89,777 15,054 
Lorrie M. Norrington372 62 101,820 16,970 
Betsy Rafael— — — — 

The following tables show the total amounts and fair values of Subsequent Annual RSUs and Initial RSUs granted during fiscal year 2022.
Restricted Stock Unit
Current DirectorsGrant Date(s)Number of Shares (#)Grant Date Fair Value of Stock Awards ($)
Stacy J. Smith6/16/2021913249,897
Karen Blasing6/16/2021913249,897
Reid French6/16/2021913249,897
Dr. Ayanna Howard6/16/2021913249,897
Blake Irving6/16/2021913249,897
Mary T. McDowell6/16/2021913249,897
Stephen Milligan6/16/2021913249,897
Lorrie M. Norrington6/16/2021913249,897
Betsy Rafael6/16/2021913249,897

2022 Proxy Statement | 51


The aggregate number of each director’s RSUs outstanding at January 31, 2022, was:
Current DirectorsAggregate Number of Shares Underlying Outstanding Restricted Stock Units
Stacy J. Smith1,570 
Karen Blasing1,044 
Reid French1,241 
Dr. Ayanna Howard1,241 
Blake Irving1,241 
Mary T. McDowell1,329 
Stephen Milligan1,241 
Lorrie M. Norrington1,285 
Betsy Rafael913 

Director Stock Ownership Guidelines

The Board believes directors should have a meaningful financial stake in Autodesk in order to further align their interests with Autodesk’s stockholders. To that end, the Board has adopted mandatory ownership guidelines for the directors. These mandatory ownership guidelines require all directors to hold shares of Autodesk’s common stock equivalent in value to five times their annual cash retainer.

Equity Compensation Plan Information

The following table summarizes the number of outstanding options and awards granted to employees and directors, as well as the number of securities remaining available for future issuance under these plans as of January 31, 2022:
 (a)(b)(c)
Plan categoryNumber of securities to be issued upon exercise or vesting of outstanding options and awards (in millions)Weighted-average exercise price of outstanding optionsNumber of securities  remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) (2)
Equity compensation plans approved by security holders (1)4.1$21.03 13.3
Total4.1$21.03 13.3
______________
(1)Includes employee and director stock plans set forth in Note 4, "Equity Compensation" in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2022.
(2)This amount includes 5.6 million securities available for future issuance under Autodesk’s Employee Stock Purchase Plan.

52 | AUTODESK, INC.


Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information concerning the beneficial ownership of Autodesk’s common stock as of March 31, 2022, for each person or entity who is known by Autodesk to own beneficially more than 5% of the outstanding shares of Autodesk common stock, each of Autodesk’s directors (including the nominees for directors), each of the named executive officers, including former executive officers, and all directors and executive officers as a group.
5% Stockholders, Directors and Officers (1)Common Stock
Beneficially
Owned (2)
Percentage
Beneficially
Owned (3)
Principal Stockholders:
The Vanguard Group, Inc. (4)17,713,778 8.1 %
BlackRock, Inc. (5)17,953,485 8.2 %
Non-Employee Directors (6):
Stacy J. Smith53,610 *
Karen Blasing3,404 *
Reid French (7)8,015 *
Dr. Ayanna Howard2,658 *
Blake Irving 3,318 *
Mary T. McDowell42,279 *
Stephen Milligan (8)4,613 *
Lorrie M. Norrington7,034 *
Betsy Rafael3,308 *
Named Executive Officers:
Andrew Anagnost49,894 *
Debbie Clifford4,411 *
Steven M. Blum (9)33,557 *
Pascal W. Di Fronzo 17,269 *
All directors and executive officers as a group (13 individuals) 233,370 *
 _______________
* Represents less than one percent (1%) of the outstanding common stock.
(1)Unless otherwise indicated in their respective footnote, the address for each listed person is c/o Autodesk, Inc., 111 McInnis Parkway, San Rafael, California 94903.
(2)The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3, beneficial ownership includes any shares the individual or entity has the right to acquire within 60 days of March 31, 2022, through the exercise of any stock option or other right. Unless otherwise indicated in the footnotes, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares shown as beneficially owned.
(3)The total number of shares of common stock outstanding as of March 31, 2022, was 217,779,334.
(4)As of December 31, 2021, the reporting date of The Vanguard Group, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 10, 2022, The Vanguard Group, Inc. was deemed to have sole dispositive power with respect to 16,800,658 shares, shared voting power with respect to 372,918 shares, and shared dispositive power with respect to 913,120 shares. The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.
(5)As of December 31, 2021, the reporting date of BlackRock, Inc.’s most recent filing with the SEC pursuant to Section 13(g) of the Exchange Act filed on February 5, 2022, BlackRock, Inc. was deemed to have sole voting power with respect to 15,737,962 shares, sole dispositive power with respect to 17,953,485 shares. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(6)Directors’ holdings reported include vested awards deferred under our 2012 Outside Directors’ Stock Plan.
(7)Includes 20 shares held indirectly by trust.
(8)Includes 4,613 shares held indirectly by trust.
(9)Includes 33,246 shares held indirectly by trust.



2022 Proxy Statement | 53


Certain Relationships and Related Party Transactions

Review, Approval, or Ratification of Related Person Transactions

Autodesk’s Related Party Transactions Policy states that all transactions between or among Autodesk and its wholly owned subsidiaries and any Related Party, as defined in the Policy, requires the approval or ratification of the Chief Financial Officer. Non-routine transactions with vendors and suppliers of Autodesk and its wholly owned subsidiaries require the prior written approval of the Corporate Controller. In addition, in accordance with our Code of Business Conduct and our Audit Committee charter, our Audit Committee reviews and approves or ratifies “related person” transactions. Any related person transaction will be disclosed in an SEC filing as required by the rules of the SEC. For purposes of these procedures, “related person” and “transaction” have the meanings contained in Item 404 of Regulation S-K.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. Such executive officers, directors, and stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms that they file.

Based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required to be filed, we believe that all reports were filed on a timely basis, except one Form 4 to report the vesting of restricted stock units and performance stocks units was filed late on behalf of Andrew Anagnost, Steven M. Blum, Stephen Hope and Pascal W. Di Fronzo, in each case as a result of an unintentional administrative error by Autodesk.

54 | AUTODESK, INC.


Report of the Audit Committee of the Board of Directors

The Audit Committee is a committee of the Board consisting solely of independent directors as required by the listing standards of the Nasdaq and rules of the SEC. The Audit Committee operates under a written charter approved by the Board, which is available on Autodesk's website at www.autodesk.com under “Investor Relations - ESG - Corporate Governance.” The composition of the Audit Committee, the attributes of its members, and the responsibilities of the Audit Committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The Audit Committee reviews and assesses the adequacy of its charter and the Audit Committee’s performance on an annual basis.

As described more fully in its charter, the Audit Committee’s role includes the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; and oversight of the management of risks associated with Autodesk’s financial reporting, accounting and auditing matters. The Audit Committee is directly responsible for the selection, appointment, compensation, engagement, retention, termination, and services of our independent registered public accounting firm, Ernst & Young LLP (“EY”), including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing EY’s audit work; reviewing and pre-approving any audit and permissible non-audit services and fees that may be performed by EY; reviewing with management and EY the adequacy of our system of internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; monitoring the rotation of EY partners on our audit engagement team as required by regulation; reviewing Autodesk’s treasury policies and tax positions; overseeing the performance of our internal audit function; and overseeing our management of cybersecurity risks relating to financial, accounting, and internal controls. The Audit Committee establishes and oversees Autodesk’s compliance with the procedures for handling complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding accounting and auditing matters. The Audit Committee’s role also includes meeting to review our annual audited financial statements and quarterly financial statements with management and EY. The Audit Committee held nine meetings during fiscal year 2022. Management is responsible for the quarterly and annual financial statements and the reporting process, including the systems of internal controls. EY is responsible for expressing an opinion on the conformity of our audited financial statements with generally accepted accounting principles. Within this context, the Audit Committee reviewed and discussed the audited financial statements for fiscal year 2022 with management and EY.

The Audit Committee has received the written disclosures and letter from EY required by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding EY’s communications with the Audit Committee concerning independence, has discussed with EY the independence of that firm, and has considered whether the provision of non-audit services was compatible with maintaining the independence of that firm. In addition, the Audit Committee has discussed with EY the matters required to be discussed by the applicable requirements of the PCAOB. The Audit Committee also discussed with management and with EY the evaluation of Autodesk’s internal controls and the effectiveness of Autodesk’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee discussed with Autodesk’s internal and independent auditors the overall scope and plans for their respective audits. In addition, the Audit Committee met with the internal and the independent auditors, with and without management present, on a regular basis in fiscal year 2022 and discussed the results of their examinations and the overall quality of Autodesk’s financial reporting.

On the basis of these reviews and discussions, the Audit Committee recommended to the Board (and the Board has approved) that Autodesk’s audited financial statements be included in Autodesk’s Annual Report on Form 10-K for the fiscal year ended January 31, 2022, for filing with the SEC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Betsy Rafael (Chair)
Karen Blasing
Dr. Ayanna Howard
Stephen Milligan

2022 Proxy Statement | 55



Proposal One: Election of Directors

Autodesk's Bylaws permit our Board to establish by resolution the authorized number of directors; currently, ten directors are authorized. Accordingly, upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated ten individuals to be elected at the Annual Meeting. All of the nominees are presently directors of Autodesk and have consented to being named in this Proxy Statement and serving as directors if elected. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the ten nominees named below. Your proxy cannot be voted for more than ten director candidates.

A majority of the votes cast is required for the election of each director.
____________________________________________________________________________________________

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES LISTED BELOW.
____________________________________________________________________________________________

NameAgeDirector SincePrincipal Occupation
Andrew Anagnost572017President and Chief Executive Officer, Autodesk, Inc.
Karen Blasing652018Former Chief Financial Officer, Guidewire Software, Inc.
Reid French502017Former Chief Executive Officer, Applied Systems, Inc.
Dr. Ayanna Howard502019Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics
Blake Irving622019Former Chief Executive Officer, GoDaddy Inc.
Mary T. McDowell572010Former Chief Executive Officer, Mitel Networks Corporation
Stephen Milligan582018Former Chief Executive Officer, Western Digital Corporation
Lorrie M. Norrington622011Adviser and Operating Partner, Lead Edge Capital Management, LLC
Betsy Rafael602013Former Chief Transformation Officer, GoDaddy Inc.
Stacy J. Smith592011Executive Chairman, Kioxia Corporation
56 | AUTODESK, INC.


Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm

The Audit Committee has selected Ernst & Young LLP (“EY”) as the independent registered public accounting firm to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2023, and recommends that the stockholders vote to ratify that appointment. In the event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if the selection of EY is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time if the Audit Committee determines that such a change would be in the best interests of Autodesk and its stockholders.

EY has been retained as our independent registered public accounting firm continuously since the fiscal year ended January 31, 1983. We expect a representative of EY to be present at the Annual Meeting. The representative will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote are required to ratify the appointment of EY as Autodesk’s independent registered public accounting firm.
____________________________________________________________________________________________

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
____________________________________________________________________________________________

Principal Accounting Fees and Services

The following table presents fees billed for professional audit services and other services rendered to Autodesk by EY and its affiliates for the fiscal years ended January 31, 2022 and 2021.
Fiscal Year 2022Fiscal Year 2021
 (in millions)
Audit Fees (1)$8.3 $5.6