DEF 14A of Autodesk, Inc., Jun 14, 2024

DEF 14A of Autodesk, Inc.

Filed Jun 14, 2024 · FY20240000769397-24-000101

Open on EDGAR

  1. Notice of 2024 Annual Meeting of Stockholders

    | Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement | 54 | | Potential Payments Upon Termination or Change in Control | 57 | | Compensation of Directors | 60 | | Security Ownership of Certain Beneficial Owners and Management | 65 | | Equity Compensation Plan Information | 66 | | Delinquent Section 16(a) Reports | 66 | | Report of the Audit Committee of the Board of Directors | 67 | | Proposal One: Election of Directors | 68 | | Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm | 69 | | Principal Accounting Fees and Services | 69 | | Pre-Approval of Audit and Non-Audit Services | 69 | | Rotation | 70 | | Proposal Three: Non-Binding Vote to Approve Compensation for Named Executive Officers | 71 | | Stockholder Engagement on Executive Compensation | 71 | | Compensation Guiding Principles | 71 | | Leading Compensation Governance Practices | 72 | | Proposal Four: Amend and Restate Our Certificate of Incorporation to Permit Stockholders to Call Special Meetings and to Eliminate Inoperative Provisions | 73 | | Proposal Five: Stockholder Proposal to Allow Stockholders to Call Special Meetings | 76 | | Information About the 2024 Annual Meeting of Stockholders | 79 | | Other Matters | 85 | | Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 | | Appendix B - Proposed Amended and Restated Certificate of Incorporation | B-1 | | Appendix C - Proposed Amended and Restated Bylaws Section 2.3 | C-1 |

  2. Our Director Nominees

    Our Director Nominees 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, and Ms. Rafael, our Interim Chief Financial Officer, is an “independent director” within the meaning of applicable Nasdaq Global Select Market (“NASDAQ”) listing standards. The following table reflects changes in certain board committee leadership and membership as of June 12, 2024.

  3. Our Director Nominees

    | Name | Age | Director Since | Principal Occupation | Independent | Committees | | | | | | | | | AC | CHRC | CGNC | | Andrew Anagnost | 59 | 2017 | President and Chief Executive Officer, Autodesk, Inc. | | | | | | Stacy J. Smith | 61 | 2011 | Executive Chairman, Kioxia Corporation | ü CB | | | ü | | Karen Blasing | 67 | 2018 | Former Chief Financial Officer, Guidewire Software, Inc. | ü | ü À | | | | Reid French | 52 | 2017 | Former Chief Executive Officer, Applied Systems, Inc. | ü | C | | | | Dr. Ayanna Howard | 52 | 2019 | Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics | ü | ü | | | | Blake Irving | 64 | 2019 | Former Chief Executive Officer, GoDaddy Inc. | ü | | ü | ü | | Mary T. McDowell | 59 | 2010 | Former Chief Executive Officer, Mitel Networks Corporation | ü | | C | | | Stephen Milligan | 60 | 2018 | Former Chief Executive Officer, Western Digital Corporation | ü | ü À | | | | Lorrie M. Norrington | 64 | 2011 | Adviser and Operating Partner, Lead Edge Capital Management, LLC | ü | | | C | | Betsy Rafael* | 62 | 2013 | Interim Chief Financial Officer, Autodesk, Inc., Former Chief Transformation Officer, GoDaddy Inc. | | | | | | Rami Rahim | 53 | 2022 | Chief Executive Officer, Juniper Networks, Inc. | ü | | ü | |

  4. Our Director Nominees

    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 * Ms. Rafael is now our Interim Chief Financial Officer, is not currently an independent director, and is no longer a member of the Audit Committee

  5. Our Director Nominees’ Diversity and Skills Metrics

    Our Director Nominees’ Diversity and Skills Metrics * Our Board includes one female director who identifies as African American, one director who identifies as Middle-Eastern and one female director who identifies as LGBTQ+. ** Director tenure is measured by completed years of service from the initial month of service through March 31, 2024.

  6. Our Board of Directors

    Our Board of Directors Our business is managed under the direction of our Board, which is currently composed of eleven members. Each of our director nominees was elected by stockholders at the 2023 Annual Meeting of Stockholders. Each director is elected annually by a majority of votes cast. Of our 11 nominees, 9 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. Our director nominees’ biographies describe each director’s background and relevant experience in more detail.

  7. Skills, Experience and Knowledge of Director Nominees

    Skills, Experience and Knowledge of Director Nominees See “Director Nominees” below for more detail regarding each nominee’s qualifications and relevant experience.

  8. Independence of the Board

    Independence of the Board Our Board believes independence is a critical component of our governance strategy, and that it’s continued independence enables it to be objective in carrying out its oversight responsibilities. Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent and that each Committee will be made up of solely independent directors. Autodesk’s independent directors meet regularly in executive session, without management present, as part of the quarterly Board meetings, with the intent to facilitate open discussion. Stacy Smith, our Chair, presides at these executive sessions. Key Highlights of our Board Independence Practices:

  9. Independence of the Board

    | ü | 9 out of 11 Director Nominees are Independent - We are committed to maintaining a substantial majority of directors who are independent of the Company and management. Except for our CEO, Andrew Anagnost, and our Interim Chief Financial Officer, Betsy Rafael, all director nominees are independent. | | ü | We are committed to board refreshment. We aim to strike a balance between retaining directors with deep knowledge of Autodesk and adding directors with a fresh perspective. We regularly assess the balance of skills on our Board to ensure we have a diverse mix of perspectives to support our strategy. The average tenure for our director nominees is 7.8 years. | | ü | At each quarterly Board meeting, time is set aside for the independent directors to meet in executive session without management present. Additional executive sessions are held as needed. | | ü | Separate CEO and Chair. Our Chair has a clearly defined set of responsibilities, significant authority, and provides independent Board leadership. |

  10. Director Nominees

    Director Nominees The below biographies provide the name, age and certain biographical information as of March 31, 2024, about each nominee, and the nominees’ unique qualifications to serve on the Board.

  11. Director Nominees

    | | Andrew Anagnost | | | President and Chief Executive Officer | | | Age: 59 | 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. Dr. Anagnost joined the board of directors of HubSpot, Inc. in September 2023. Qualifications and Contributions 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. | |

  12. Director Nominees

    | | Stacy J. Smith | | | Non-Executive Chair of the Board of Directors | | | Age: 61 | Director since 2011 | Independent | | | Autodesk Committees: Corporate Governance and Nominating | | Mr. Smith currently serves as the non-executive Chair of the Board of Directors, and 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 and on the board of Wolfspeed, Inc. since January 2023. In March 2024, he joined the board of directors of Intel Corporation. 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 and Contributions 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. | |

  13. Director Nominees

    | | Karen Blasing | | | Age: 67 | 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 and Contributions 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. | |

  14. Director Nominees

    | | Reid French | | | Age: 52 | Director since 2017 | Independent | | | Autodesk Committees: Audit (Chair) | | 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 Verint Systems Inc., JSSI, Inc. and NetDocuments Software, Inc. Qualifications and Contributions 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 and Verint Systems provide him with the financial acumen necessary to serve as Chair of our Audit Committee. | |

  15. Director Nominees

    | | Dr. Ayanna Howard | | | Age: 52 | 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. Howard 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 and Contributions 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. | |

  16. Director Nominees

    | | Blake Irving | | | Age: 64 | Director since 2019 | Independent | | | Autodesk Committees: Compensation and Human Resources, Corporate Governance and Nominating | | 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 and Contributions 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 and our Corporate Governance and Nominating Committee. | |

  17. Director Nominees

    | | Mary T. McDowell | | | Age: 59 | 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 and transitioned to serve as Board Chair until November 2022. 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 lead director of Informa plc since November 2021, having served as a director of Informa plc since June 2018. Ms. McDowell previously served as Board Chair of Mitel Networks Corporation from November 2021 to November 2022, and as a director of UBM plc from August 2014 to June 2018, and as a director of Bazaarvoice, Inc., from December 2014 to October 2016, and as compensation committee chair of Bazaarvoice, Inc., from 2015 – 2016. Ms. McDowell also serves as Chair of the University of Illinois College of Engineering's Board of Visitors. Qualifications and Contributions 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 Hewlett-Packard, provide her with the executive compensation knowledge necessary to serve as Chair of our Compensation and Human Resources Committee. | |

  18. Director Nominees

    | | Stephen Milligan | | | Age: 60 | 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 and Contributions 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. | |

  19. Director Nominees

    | | Lorrie M. Norrington | | | Age: 64 | Director since 2011 | Independent | | | Autodesk Committees: Corporate Governance and Nominating (Chair) | | Ms. Norrington has over 40 years of operating experience in technology, software, and internet businesses. She 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 and Contributions Ms. Norrington is independent, has extensive experience in online commerce SaaS, and valuable management experience in the technology and manufacturing industries. Her four 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. | |

  20. Director Nominees

    | | Betsy Rafael | | | Age: 62 | Director since 2013 | Independent until May 31, 2024 | | | Interim Chief Financial Officer: Former Audit (Chair) | | Ms. Rafael has over 30 years of executive financial experience in the technology industry. Ms. Rafael has served as Autodesk’s Interim Chief Financial Officer since May 31, 2024 and was previously our Audit Committee Chair. Previously, 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 and Contributions Ms. Rafael 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. | |

  21. Director Nominees

    | | Rami Rahim | | | Age: 53 | Director since 2022 | Independent | | | Autodesk Committees: Compensation and Human Resources | | Rami Rahim has over 25 years’ experience in the technology industry. He serves as Chief Executive Officer of Juniper Networks and is a member of Juniper’s Board of Directors. Mr. Rahim joined Juniper in January 1997 and was appointed as Chief Executive Officer in November 2014. Prior to being appointed to CEO, Mr. Rahim served as Executive Vice President and General Manager of the Juniper Development and Innovation (JDI) organization, overseeing the company's entire product and technology portfolio. Other leadership positions held at Juniper include Executive Vice President and General Manager of Platform Systems Division for routing and switching, Senior Vice President of the Edge and Aggregation Business Unit (EABU) and Vice President and General Manager of EABU. Mr. Rahim earned a Bachelor of Science degree in electrical engineering from the University of Toronto and a Master of Science degree in electrical engineering from Stanford University. Mr. Rahim is a member of IEEE. Qualifications and Contributions Mr. Rahim is independent and has more than 25 years’ experience in the technology industry, and more than 10 years’ experience in leadership positions. His Chief Executive Officer experience at Juniper provides him with cybersecurity experience and a strong understanding of Autodesk’s industry, business, and global and domestic operational challenges. His experience as a CEO provides him with the experience necessary to serve on our Compensation and Human Resources Committee. | |

  22. Pay Decisions based on Performance Results

    | Incentive Program | Performance Metrics | | Executive Incentive Plan (EIP) | Total Revenue Non-GAAP Income from Operations | | Long-Term Incentives — Performance Share Units (PSU) | Total Revenue Free Cash Flow Relative TSR (as defined below) (over 1, 2, and 3 years) |

  23. Pay Decisions based on Performance Results

    | Fiscal Year 2024 Executive Incentive Plan Results | Based on our fiscal year 2024 financial results, the Committee determined that, based on attainment of the performance metrics for Autodesk’s 2024 Executive Incentive Plan (“EIP”) would be funded at 96.9% for our CEO and other NEOs at the end of fiscal year 2024. | | Performance Share Unit Results | For each award, the Committee measured performance based on Autodesk’s achievement of 97.5% of the total revenue and free cash flow targets established for fiscal year 2024 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 2023, April 2022, and April 2021. |

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

    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 2024, 95% of our CEO’s and 91% of other NEOs’ total compensation was variable in nature and “at risk”. 88% of our CEO’s and 83% of other NEOs’ total compensation consisted of long-term equity. 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 2024 pay mix between base salary and targeted short- and long-term equity compensation for our CEO and all other NEOs. Additionally, to drive the achievement of our key strategic Environmental, Social, and Governance (“ESG”) priorities around environmental sustainability and philanthropy as well as diversity, inclusion and belonging, our executive compensation program allows for the CEO to recommend to the Committee adjustments to awards for the other NEOs based on ESG performance. Given that long-term incentive awards are the largest component of NEO compensation, ESG adjustments will generally focus on equity grants. The Committee will take into account the CEO’s recommendations when determining the final awards for the other NEOs, and will also consider the overall company progress and outcomes on ESG when it determines long-term incentive awards for the CEO. Only when we significantly exceed our ESG goals or fail to achieve these metrics are long-term incentive awards adjusted upward or downward. For fiscal year 2024, the CEO and Committee concluded that the leadership team’s performance aligned with expectations for progress on ESG initiatives and therefore adjustments to NEO’s long-term incentive awards were not warranted.

  25. Competitive Compensation Positioning and Peer Group

    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 executive 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 2022, no changes were made to the peer group. The fiscal year 2024 compensation peer group consisted of the following companies:

  26. Competitive Compensation Positioning and Peer Group

    | Company | Revenue for the Most Recent Completed Fiscal Year (in billions) | Market Capitalization as of 1/31/2024 (in billions) | | Adobe Inc. | 19.4 | 281.1 | | Akamai Technologies, Inc. | 3.8 | 18.6 | | ANSYS, Inc. | 2.3 | 28.5 | | Block, Inc. | 21.9 | 40.0 | | Cadence Design Systems, Inc. | 4.1 | 78.4 | | Citrix Systems, Inc. | 3.2 | N/A (1) | | DocuSign, Inc. | 2.8 | 12.5 | | Electronic Arts Inc. | 7.4 | 36.9 | | Fortinet, Inc. | 5.3 | 49.1 | | Gen Digital Inc. | 3.3 | 15.0 | | Intuit Inc. | 14.4 | 176.8 | | NetApp, Inc. | 6.4 | 18.0 | | Palo Alto Networks, Inc. | 6.9 | 109.2 | | PTC Inc. | 2.1 | 21.6 | | Salesforce, Inc. | 34.9 | 272.9 | | ServiceNow, Inc. | 9.0 | 156.7 | | Splunk Inc. (2) | 4.2 | 25.9 | | Synopsys, Inc. | 5.8 | 81.4 | | Workday, Inc. | 7.3 | 76.8 | | Autodesk, Inc. | 5.5 | 54.3 | | Autodesk Percentile Ranking | 47th | 56th |

  27. Competitive Compensation Positioning and Peer Group

    _____________ (1) Citrix Systems was acquired in September 2022. (2) Splunk Inc. was acquired by Cisco in March 2024. In September 2023, the Committee reviewed the compensation peer group that would be used for fiscal year 2025 compensation decision making. The Committee determined that for fiscal year 2025, all of the fiscal year 2024 peer group companies would still be appropriate to use except for Citrix Systems, which was removed from the peer group due to its acquisition in late 2022. 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.

  28. Principal Elements of the Executive Compensation Program

    | Component | Purpose | Description | Performance Measures | | Base Salary | Forms basis for overall 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 | | Executive Incentive Plan (“EIP”), at Targeted Levels | 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 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 income from operations | | Long-Term Incentives —Performance Stock Units (“PSU”), at Grant-Date Fair Values | Align compensation with key drivers of the business and relative total 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 alignment 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 Performance in relation to our ESG objectives Autodesk stock price | | Long-Term Incentives — Restricted Stock Units (“RSU”) | Encourage focus on long-term stockholder value creation Retention | Size of award based on competitive market practices, corporate and individual performance, internal alignment, and retention considerations Recipients earn shares if they remain employed through the three-year vesting period | Autodesk stock price |

  29. Principal Elements of the Executive Compensation Program

    When setting the fiscal 2024 goals for the annual cash incentive opportunity and PSUs, the Committee considered the overlap of total revenue as a performance metric in both programs to be appropriate. Total revenue is a key metric indicator of Autodesk’s success, and the Committee believes it is important to incentivize performance in both the short-term and long-term timeframes by using this as a metric in both our annual and long-term plans, with multiple measurement periods. The use of non-GAAP income from operations in our annual cash incentive 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.

  30. Annual Short-Term Incentive Compensation

    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 2024 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. These target opportunities are expressed as a percentage of the NEO’s annual base salary. Based on its review of these factors, the Committee maintained the CEO’s target annual incentive opportunity at 150% of his annual base salary for fiscal year 2024. The Committee increased other NEOs’ target opportunities from 75% to 80% of their annual base salaries for fiscal year 2024. 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 2024, bonus awards for each of our NEOs were funded under the EIP program. At the beginning of the fiscal year, the Committee established funding performance thresholds, which, if achieved, would establish the maximum fiscal year 2024 EIP funding at 200% of target. For fiscal year 2024, the Committee selected total revenue, non-GAAP income from operations, and absolute TSR as the funding metrics. Autodesk’s fiscal year 2024 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. Company Performance Measures and Performance At the beginning of fiscal year 2024, the Committee approved fiscal year 2024 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 96.9% of target, as shown below:

  31. Annual Short-Term Incentive Compensation

    | Performance Metric (1) | Weighting | Actual (millions) | Target (millions) | Performance Attainment % | Funding | Weighted EIP Funding % | | Total Revenue | 60% | $5,497 | $5,532 | 99.4% | 96.8% | 58.1% | | Non-GAAP Income from Operations | 40% | $1,962 | $1,991 | 98.5% | 97.0% | 38.8% | | Total | 100% | | | | | 96.9% |

  32. Annual Short-Term Incentive Compensation

    _________________ (1)Consistent with our EIP administrative guidelines, the fiscal year 2024 total revenue and non-GAAP income from operations results were not adjusted for acquired entities. Based on the level of achievement of the EIP program performance objectives, in March 2024 the Committee approved short-term incentive awards for the NEOs as shown below:

  33. Annual Short-Term Incentive Compensation

    | Named Executive Officer | Short-Term Incentive Target as a Percentage of Base Salary | Short-Term Incentive Target (1) | Short-Term Incentive Payout | Short-Term Incentive Payout as a Percentage of Target | | Andrew Anagnost | 150% | $1,560,000 | $1,511,640 | 96.9% | | Deborah L. Clifford | 80% | $516,767 | $500,747 | 96.9% | | Steven M. Blum | 80% | $560,000 | $542,640 | 96.9% | | Ruth Ann Keene | 80% | $430,707 | $417,355 | 96.9% | | Rebecca Pearce | 80% | $372,798 | $361,241 | 96.9% |

  34. Annual Short-Term Incentive Compensation

    _________________ (1) Short-term incentive target amounts are based on actual salary earnings during FY24, which may differ from approved FY24 salaries due to the effective date of salary increases. Fiscal Year 2025 Short-Term Incentive Compensation In fiscal year 2025, 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 approved the continuation of total revenue, non-GAAP income from operations, and absolute TSR as the threshold 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 income from operations, which have been retained as the performance metrics for the ultimate determination of bonus payments, with the following weighting:

  35. Annual Short-Term Incentive Compensation

    | Performance Metric | Weighting | | Total Revenue | 60% | | Non-GAAP Income from Operations | 40% |

  36. Annual Short-Term Incentive Compensation

    The Committee believes that the metrics selected for the fiscal year 2025 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 income from operations, 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.

  37. Long-Term Incentive Compensation

    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 2024 Annual Long-Term Equity Awards During fiscal year 2024, 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 value of PSUs and RSUs to award each executive officer in fiscal year 2024, the Committee considered Autodesk’s performance in fiscal year 2023, competitive market data for the executive’s position, historical grants, unvested equity, individual performance of the executive, ESG performance and internal pay alignment. For fiscal year 2024, we added more structure to our approach to linking ESG to NEO long-term incentive awards. As part of this effort, we defined quantitative and qualitative measures that leaders were assessed against to inform the CEO’s recommendations to the Committee for the other NEOs and the Committee’s determination of the final awards for all NEOs. These metrics focus on diversity and belonging (D&B) and environmental sustainability, including: •Employee belonging and engagement outcomes •Turnover rates and representation of women and people of color •Achievement of decarbonization, greenhouse gas neutralization, and renewable energy goals •Executive involvement in and support of employee groups, external organizations, and other efforts that promote diversity, belonging, and environmental sustainability Only when we significantly exceed our ESG goals or fail to achieve these metrics are long-term incentive awards adjusted upward or downward. For fiscal year 2024, the CEO and Committee concluded that the leadership team’s performance aligned with expectations for progress on ESG initiatives and therefore adjustments to NEO’s long-term incentive awards were not warranted. As a result of this analysis, the following equity awards were approved in fiscal year 2024:

  38. Long-Term Incentive Compensation

    | Named Executive Officer | Target Value of PSU and RSU Award | Target PSU Award (#) (1) | RSU Award (#) (1) | | Andrew Anagnost | $20,400,000 | 61,129 | 40,753 | | Deborah L. Clifford | $6,000,000 | 17,979 | 11,986 | | Steven M. Blum | $7,500,000 | 22,474 | 14,982 | | Ruth Ann Keene | $3,800,000 | 11,386 | 7,591 | | Rebecca Pearce | $3,800,000 | 11,386 | 7,591 |

  39. Long-Term Incentive Compensation

    (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. 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 multi-year relative TSR measurement periods. The PSU awards provide for a minimum, target, and maximum number of shares to be earned based upon predetermined performance criteria. •For fiscal year 2024 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 2024, we measured Performance Results based on total revenue and free cash flow. To create a more predictable cash flow and align with industry standards for subscription business, Autodesk transitioned from up-front to annual billing for multi-year contracts in fiscal year 2024 with an understanding that this transition would create a significant headwind for free cash flow that fiscal year which would abate in fiscal year 2025. As a result, the free cash flow target was set at a level which was lower than fiscal year 2023. •The use of multiple goals motivates management to drive Autodesk’s growth as well as focus on fundamental metrics used by investors to assess our performance. Combining a one-year financial performance period with one-, two-, and three-year Relative TSR performance periods provides a balance of short- and long-term focus, ensures sufficient line of sight and aligns stockholder interests. 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 2024.

  40. Long-Term Incentive Compensation

    | Fiscal Year 2024 (First PSU Tranche) | Fiscal Year 2025 (Second PSU Tranche) | Fiscal Year 2026 (Third PSU Tranche) | | Fiscal Year 2024 Target Shares Multiplied by: Fiscal Year 2024 Financial Performance (0%-150% of Target) Multiplied by: Fiscal Year 2023-2024 Relative TSR (+/- 33%) | Fiscal Year 2025 Target Shares Multiplied by: Fiscal Year 2025 Financial Performance (0%-150% of Target) Multiplied by: Fiscal Year 2023-2025 Relative TSR (+/- 33%) | Fiscal Year 2026 Target Shares Multiplied by: Fiscal Year 2026 Financial Performance (0%-150% of Target) Multiplied by: Fiscal Year 2023-2026 Relative TSR (+/- 33%) |

  41. Long-Term Incentive Compensation

    An executive who has received PSU grants in three successive years will have a portion of the total PSU shares vesting in the 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). Vesting of PSUs in 2024 In March 2024, the Committee reviewed and certified the attainment levels for performance measures for the third tranche of PSUs awarded in April 2021, the second tranche of PSUs awarded in April 2022, and the first tranche of PSUs awarded in April 2023. For each award, the Committee certified the following performance:

  42. Long-Term Incentive Compensation

    | Performance Metric (1) | Weighting | Actual (in millions) | Target (in millions) | Performance Attainment % | Funding | Weighted Funding | | Total Revenue | 60% | $5,497 | $5,532 | 99.4% | 96.8% | 58.1% | | Free Cash Flow | 40% | $1,282 | $1,300 | 98.6% | 98.6% | 39.4% | | Total | 100% | | | | | 97.5% |

  43. Long-Term Incentive Compensation

    (1)Consistent with administrative guidelines for PSUs, the fiscal year 2024 total revenue and free cash flow results were not adjusted for acquired entities. Autodesk’s Relative TSR was based on:

  44. Long-Term Incentive Compensation

    | Performance Period | Autodesk TSR (1) | Percentile Rank (2) | Payout Multiplier | | Fiscal Year 2022 - Fiscal Year 2024 | -14% | 41st Percentile | 88% | | Fiscal Year 2023 - Fiscal Year 2024 | 5% | 48th Percentile | 98% | | Fiscal Year 2024 | 18% | 32nd Percentile | 77% |

  45. Long-Term Incentive Compensation

    _________________ (1)Based on the 31-day average closing stock price (+/- 15 days) at the beginning of each period and the end of fiscal year 2024. (2)Relative TSR was measured against companies in the S&P North American Technology Software Index with a market capitalization over $2 billion. The combination of financial attainment and Relative TSR results yielded the following PSU vesting in fiscal year 2024:

  46. Long-Term Incentive Compensation

    | April 2021 3rd Tranche of Fiscal Year 2022 Award | : | Fiscal Year 2024 Financial Goal Funding 97.5%X | Fiscal Year 2022 - Fiscal Year 2024 Relative TSR 88% | = | Percent of PSU Target Award 86% | | April 2022 2nd Tranche of Fiscal Year 2023 Award | : | X | Fiscal Year 2023 - Fiscal Year 2024 Relative TSR 98% | = | Percent of PSU Target Award 96% | | April 2023 1st Tranche of Fiscal Year 2024 Award | : | X | Fiscal Year 2024 Relative TSR 77% | = | Percent of PSU Target Award 75% |

  47. Long-Term Incentive Compensation

    Based on this performance, the PSU awards were earned as follows:

  48. Long-Term Incentive Compensation

    | | April 2021 Award 3rd Tranche | | April 2022 Award 2nd Tranche | | April 2023 Award 1st Tranche | | | Named Executive Officer | Target Number of PSUs | Actual Number of PSUs Earned | Target Number of PSUs | Actual Number of PSUs Earned | Target Number of PSUs | Actual Number of PSUs Earned | | Andrew Anagnost | 11,757 | 10,111 | 17,047 | 16,365 | 20,377 | 15,282 | | Deborah L. Clifford | 3,057 | 2,629 | 4,762 | 4,571 | 5,993 | 4,494 | | Steven M. Blum | 2,912 | 2,504 | 5,809 | 5,576 | 7,492 | 5,619 | | Ruth Ann Keene | N/A | N/A | 3,333 | 3,199 | 3,796 | 2,847 | | Rebecca Pearce | 364 | 313 | 2,935 | 2,817 | 3,796 | 2,847 |

  49. Long-Term Incentive Compensation

    RSU Awards RSUs are a typical long-term incentive offered among our peers and in general industry, and these awards help us recruit and retain executives in a competitive environment and provide further incentive to focus on longer-term stockholder value creation. In April 2023, our NEOs received time-based RSU awards which vest in three equal annual installments, beginning in March 2024. Fiscal Year 2025 Equity Awards For fiscal year 2025, 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 2025 PSU awards are structured in the same manner as the fiscal year 2024 PSU awards. The Company’s financial performance will continue to be measured based on the following metrics:

  50. Long-Term Incentive Compensation

    | Performance Metric | NEO Weighting | | Total Revenue | 60% | | Free Cash Flow | 40% |

  51. Long-Term Incentive Compensation

    The Committee selected total revenue and free cash flow as the fiscal year 2025 PSU 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. In fiscal year 2025, the Committee also considered progress and outcomes on diversity and belong (D&B) and environmental sustainability when determining long-term incentive awards for NEOs. 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 modifier range of 67% to 133%. The payout of the PSUs will continue to range from 0% to 200% of target.

  52. Employment Agreement and Post-Employment Compensation

    Employment Agreement and Post-Employment Compensation

  53. Employment Agreement with CEO

    Employment Agreement with CEO The terms and conditions of Dr. Anagnost’s employment are set forth in his amended 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 56.

  54. Severance Plan

    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 (for Rebecca Pearce such lump-sum payment would be inclusive of any severance or payment received during or in relation to her notice period); •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”) (for Rebecca Pearce such payment is not applicable); 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 a dollar amount that is equivalent to 18 times monthly COBRA premium and they will not be eligible for outplacement services. 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. We intend to enter into a confirmatory employment letter with Ms. Pearce which will confirm the terms and conditions of her executive severance terms, as well change in control terms discussed in the next section.

  55. Change in Control Program

    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 enhance stockholder value further. 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.

  56. Retirement Provisions in RSU and PSU Agreements

    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. Under the retirement provisions in RSU and PSU agreements, continued vesting 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.

  57. Derivatives Trading and Anti-Hedging and Pledging Policy

    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.

  58. Equity Award Grant Policy

    Equity Award Grant Policy The Committee approves all equity awards granted to the executive officers. Approval of the equity awards for the executive officers generally occurs at the Committee’s regularly scheduled quarterly meeting for the first quarter of each year, although on occasion the Committee has approved new-hire, retention, or promotion grants outside of that cycle.

  59. Taxation of Deferred Compensation

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

  60. Taxation of “Golden Parachute” Payments

    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 2024. 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.

  61. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below presents information concerning the total compensation of our named executive officers for fiscal years 2024, 2023 and 2022.

  62. Summary Compensation Table

    | 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 Anagnost | 2024 | 1,046,066 | — | 17,938,989 | 1,511,640 | 153,256 | 20,649,951 | | President and Chief Executive | 2023 | 1,040,416 | — | 16,494,632 | — | 65,704 | 17,600,752 | | Officer (5) | 2022 | 1,000,452 | — | 21,095,069 | — | — | 22,095,521 | | Deborah L. Clifford | 2024 | 649,461 | — | 5,144,374 | 500,747 | 77,996 | 6,372,578 | | Former Executive Vice President and Chief Financial Officer; | 2023 | 626,318 | 91,233 | 3,781,422 | — | 69,449 | 4,568,422 | | Current Chief Strategy Officer (6) | 2022 | 540,247 | | 9,943,056 | 420,300 | | 10,903,603 | | Steven M. Blum | 2024 | 704,005 | — | 6,223,689 | 542,640 | 156,411 | 7,626,745 | | Executive Vice President and | 2023 | 704,586 | — | 7,363,064 | — | 92,992 | 8,160,642 | | Chief Operating Officer (7) | 2022 | 610,909 | — | 6,140,367 | — | — | 6,751,276 | | Ruth Ann Keene | 2024 | 541,473 | — | 2,951,566 | 417,355 | 55,354 | 3,965,748 | | Executive Vice President | 2023 | 536,982 | | 2,324,237 | — | 59,977 | 2,921,196 | | Corporate Affairs, Chief Legal Officer and Corporate Secretary (8) | | | | | | | | | Rebecca Pearce | 2024 | 465,521 | — | 2,936,488 | 361,241 | 81,024 | 3,844,274 | | Executive Vice President and | 2023 | 371,859 | | 2,040,421 | — | 151,614 | 2,563,894 | | Chief People Officer (9) | | | | | | | |

  63. Summary Compensation Table

    _____________ (1)Represents payments made to our named executive officers for amounts that relate to: signing bonuses and 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 June 10, 2024. The maximum value of PSU awards generally is capped at 200% of target for fiscal year 2022 through fiscal year 2024. The maximum values for PSU awards granted in fiscal year 2024 are as follows: Dr. Anagnost: $19,728,378; Ms. Clifford: $5,538,935; Mr. Blum: $6,510,311; Ms. Keene: $2,894,970, and Ms. Pearce: $2,864,814. Actual PSU awards earned in fiscal year 2024 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, authorized familial travel in connection with business trips, Autodesk’s matching contributions to pre-tax savings plans, Autodesk’s donation matching, 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. (5)Dr. Anagnost's other compensation for fiscal 2024 includes $71,805 authorized executive and spouse travel in connection with a business trip and tax gross-ups of $70,825 for certain perquisites. (6)Ms. Clifford’s other compensation for fiscal 2024 includes $33,681 authorized executive and spouse travel in connection with a business trip and tax gross-ups of $33,326 for certain perquisites. (7)Mr. Blum’s other compensation for fiscal 2024 includes $84,350 authorized executive and spouse travel in connection with business trips and tax gross-ups of $55,485 for certain perquisites. (8)Ms. Keene’s other compensation for fiscal 2024 includes $22,279 authorized executive and spouse travel in connection with a business trip and tax gross-ups of $22,113 for certain perquisites. Ms. Keene was not a named executive officer during fiscal 2022. (9)Ms. Pearce’s salary and other compensation are paid or provided in British Pounds. The amounts represent the approximate dollar value of her base salary converted to U.S. dollars using the British Pound to dollar exchange rates of 1.23 and 1.25, which represent an average for fiscal years 2023 and 2024, respectively. Ms. Pearce’s other compensation for fiscal 2024 includes $46,552 for employer contributions to UK pension plan. Ms. Pearce’s other compensation for fiscal 2024 also includes a car allowance and health insurance premiums. Ms. Pearce was not a named executive officer during fiscal 2022.

  64. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 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 2024. The following tables include potential threshold, target, and maximum amounts payable under our EIP for performance during fiscal year 2024, 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 2024. The following table also includes amounts relating to PSUs and RSUs issued under our 2012 Stock Plan and 2022 Equity Incentive 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 2024 by the named executive officers and further discussion of plan-based and other awards. The following tables present information concerning grants of plan-based awards to each of the named executive officers during fiscal year 2024:

  65. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | | 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 ($) (5) | | Named Executive Officer | Award Type | Grant Date (1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew | EIP | — | — | 1,560,000 | 2,080,000 | — | — | — | — | — | | Anagnost | RSU | 4/10/2023 | — | — | — | — | — | — | 40,753 | 8,074,799 | | | PSU | 4/10/2023 | — | — | — | — | 11,757 | 23,514 | — | 2,275,567 | | | PSU | 4/10/2023 | — | — | — | — | 17,047 | 34,094 | — | 3,663,400 | | | PSU | 4/10/2023 | — | — | — | — | 20,377 | 40,754 | — | 3,925,222 | | Deborah L. | EIP | — | — | 516,767 | 1,291,918 | — | — | — | — | — | | Clifford | RSU | 4/10/2023 | — | — | — | — | — | — | 11,986 | 2,374,906 | | | PSU | 4/10/2023 | — | — | — | — | 3,057 | 6,114 | — | 591,682 | | | PSU | 4/10/2023 | — | — | — | — | 4,762 | 9,524 | — | 1,023,354 | | | PSU | 4/10/2023 | — | — | — | | 5,993 | 11,986 | | 1,154,432 | | Steve M. | EIP | — | — | 560,000 | 1,400,000 | — | — | — | — | — | | Blum | RSU | 4/10/2023 | — | — | — | — | — | — | 14,982 | 2,968,533 | | | PSU | 4/10/2023 | — | — | — | — | 2,912 | 5,824 | — | 563,618 | | | PSU | 4/10/2023 | — | — | — | — | 5,809 | 11,618 | — | 1,248,354 | | | PSU | 4/10/2023 | — | — | — | — | 7,492 | 14,984 | — | 1,443,184 | | Ruth Ann | EIP | — | — | 430,707 | 1,076,768 | — | — | — | — | — | | Keene | RSU | 4/10/2023 | — | — | — | — | — | — | 7,591 | 1,504,081 | | | PSU | 4/10/2023 | — | — | — | — | 3,333 | 6,666 | — | 716,262 | | | PSU | 4/10/2023 | — | — | — | | 3,796 | 7,592 | | 731,223 | | Rebecca | EIP | — | — | 372,798 | 931,996 | — | — | — | — | — | | Pearce (6) | RSU | 4/10/2023 | — | — | — | — | — | — | 7,591 | 1,504,081 | | | PSU | 4/10/2023 | — | — | — | — | 364 | 728 | — | 70,452 | | | PSU | 4/10/2023 | — | — | — | — | 2,935 | 5,870 | — | 630,732 | | | PSU | 4/10/2023 | — | — | — | — | 3,796 | 7,592 | | 731,223 |

  66. Grants of Plan-Based Awards in Fiscal Year 2024

    _____________ (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 2024, 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. (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 2024 under both the 2012 Stock Plan and 2022 Equity Incentive 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 2024 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 2024 by the named executive officers under this program are shown in “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis. (4)RSUs granted on April 10, 2023 vest in three equal annual installments beginning on March 26, 2024. (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 June 10, 2024. 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. (6)Ms. Pearce’s base salary is paid in British Pounds. The amounts in the last row represent the approximate dollar value of her target and maximum dollar amounts payable under the EIP for performance during fiscal year 2024 using her base salary converted to U.S. dollars using the British Pound to dollar exchange rate of 1.25, which represent an average for fiscal year 2024.

  67. Outstanding Equity Awards at Fiscal Year 2024 Year End

    Outstanding Equity Awards at Fiscal Year 2024 Year End The following table presents information concerning outstanding unvested RSU and PSU awards for each named executive officer as of January 31, 2024. This table includes RSUs and PSUs granted under the 2012 and 2022 Stock Plans. Unless otherwise indicated, all RSU awards vest in three equal annual installments beginning on the first anniversary of the date of grant.

  68. Outstanding Equity Awards at Fiscal Year 2024 Year End

    | | | Stock Awards | | | Named Executive Officer | Grant Date | Number of Shares of Stock That Have Not Vested (#) | Market Value of Shares of Stock That Have Not Vested ($) (1) | | Andrew Anagnost | 4/10/2021 | 10,111(2) | 2,566,273 | | | 4/10/2021 | 7,838 | 1,989,363 | | | 4/10/2022 | 33,411(3) | 8,480,046 | | | 4/10/2022 | 22,728 | 5,768,594 | | | 4/10/2023 | 56,034(4) | 14,221,990 | | | 4/10/2023 | 40,753 | 10,343,519 | | Deborah L. Clifford | 4/10/2021 | 2,629(2) | 667,266 | | | 4/10/2021 | 2,038 | 517,265 | | | 4/10/2022 | 9,332(3) | 2,368,555 | | | 4/10/2022 | 6,348 | 1,611,186 | | | 4/10/2023 | 16,480(4) | 4,182,789 | | | 4/10/2023 | 11,986 | 3,042,167 | | Steven M. Blum | 4/10/2021 | 2,504(2) | 635,540 | | | 4/10/2021 | 1,941 | 492,645 | | | 4/10/2022 | 11,385(3) | 2,889,627 | | | 2/1/2022 | 5,225 | 1,326,157 | | | 4/10/2022 | 7,745 | 1,965,758 | | | 4/10/2023 | 20,601(4) | 5,228,740 | | | 4/10/2023 | 14,982 | 3,802,581 | | Ruth Ann Keene | 1/27/2022 | 22,942(5) | 5,245,918 | | | 4/10/2022 | 6,532(3) | 1,657,887 | | | 4/10/2022 | 4,444 | 1,127,932 | | | 4/10/2023 | 10,437(4) | 2,649,015 | | | 4/10/2023 | 7,591 | 1,926,672 | | Rebecca Pearce | 4/10/2021 | 313(2) | 79,443 | | | 4/10/2021 | 364 | 92,387 | | | 1/4/2022 | 1,622 | 411,680 | | | 4/10/2022 | 5,752(3) | 1,459,915 | | | 4/10/2022 | 3,913 | 993,159 | | | 4/10/2023 | 10,437(4) | 2,649,015 | | | 4/10/2023 | 7,591 | 1,926,672 |

  69. Outstanding Equity Awards at Fiscal Year 2024 Year End

    _____________ (1)Market value of RSUs and PSUs that have not vested is computed by multiplying (i) $253.81, the closing price on the Nasdaq of Autodesk common stock on January 31, 2024, the last trading day of fiscal year 2024, 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 April 10, 2021, under the 2012 Plan. These PSUs were subject to achievement of a total revenue and free cash flow goal for fiscal year 2024 adopted by the Committee, as well as Relative TSR. This tranche was earned as of January 31, 2024, and subject to vest on March 26, 2024. (3)Awards related to the second- and third-year tranches of PSU awards granted on April 10, 2022, 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 2024 adopted by the Committee, as well as Relative TSR. The second-year tranche was earned as of January 31, 2024, and subject to vest on March 26, 2024. (4)Awards related to the first-, second-, and third-year tranches of PSU awards granted on April 10, 2023, under the 2022 Plan. The first-year tranche of these PSUs were subject to achievement of a total revenue and free cash flow goal for fiscal year 2024 adopted by the Committee, as well as Relative TSR. The first-year tranche was earned as of January 31, 2024, and subject to vest on March 26, 2024. (5)RSUs granted to Ms. Keene on January 27, 2022 vest per the terms of her employment agreement.

  70. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 There were no stock options exercised by any of the named executive officers during fiscal year 2024. The following table presents information concerning the vesting of stock awards held by each of the named executive officers during fiscal year 2024.

  71. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Andrew Anagnost | 80,790 | 16,181,189 | | Deborah L. Clifford | 19,899 | 4,009,357 | | Steven M. Blum | 28,021 | 5,651,069 | | Ruth Ann Keene | 30,625 | 5,955,314 | | Rebecca Pearce | 11,396 | 2,337,452 |

  72. Option Exercises and Stock Vested in Fiscal Year 2024

    ______________ (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.

  73. Nonqualified Deferred Compensation for Fiscal Year 2024

    Nonqualified Deferred Compensation for Fiscal Year 2024 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 2024:

  74. Nonqualified Deferred Compensation for Fiscal Year 2024

    | Named Executive Officer | Executive Contributions (Distributions) in Fiscal Year ($) | Aggregate Earnings/ (Losses) in Fiscal Year ($) (1) | Aggregate Balance at Fiscal Year End ($) | | Andrew Anagnost | 249,600 | 478,974 | 5,909,513 | | Deborah L. Clifford | 65,375 | 46,324 | 385,573 | | Steven M. Blum | — | 211,773 | 2,448,467 | | Ruth Ann Keene | — | — | — | | Rebecca Pearce | — | — | — |

  75. Nonqualified Deferred Compensation for Fiscal Year 2024

    _____________ (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.

  76. CEO Pay Ratio

    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 2024 annual total compensation of our CEO was 20,649,951. The fiscal year 2024 annual total compensation of our median compensated employee was $146,199, and the ratio of these amounts was 141.2 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 2024. 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 2024 the pay ratio increased year-over-year based largely upon an increase in variable stock-based compensation for our CEO. 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.

  77. Pay versus Performance

    Pay versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid (“CAP”) as determined under the rules to our named executive officers and certain measures of company performance for the fiscal years listed below. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our "Compensation Discussion and Analysis". The Committee did not consider the pay versus performance disclosure below in marking its pay decisions for any of the fiscal years shown. The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs (“non-PEO NEOs”) for each year from fiscal year 2021 to fiscal year 2024, compared to our total shareholder return (“TSR”) from January 31, 2020 through the end of each such fiscal year, and our net income and total revenue for each such year.

  78. Pay versus Performance

    | | | | | | Value of initial fixed $100 investment based on | | | | | Fiscal Year | Summary compen-sation table total for PEO ($) (1) (2) | Compensation actually paid to PEO ($) (1) (3) | Average summary compensation table total for non-PEO NEOs ($) (4) | Average compensation actually paid to non-PEO NEOs ($) (5) | Total shareholder return ($) (6) | Peer group total shareholder return ($) (7) | Net income ($ Millions) (8) | Total Revenue ($ Millions) (9) | | 2024 | 20,649,951 | 23,632,808 | 5,452,336 | 6,185,238 | 128.94 | 173.04 | 906 | 5,497 | | 2023 | 17,600,752 | 15,542,087 | 4,323,694 | 2,883,990 | 109.30 | 115.56 | 823 | 5,005 | | 2022 | 22,095,521 | 15,981,576 | 7,276,639 | 6,198,352 | 126.89 | 145.21 | 497 | 4,386 | | 2021 | 15,756,363 | 22,691,528 | 5,241,569 | 7,688,009 | 140.93 | 139.40 | 1,208 | 3,790 |

  79. Pay versus Performance

    _____________ (1) Our PEO was Andrew Anagnost for each of the fiscal years 2024, 2023, 2022, and 2021. (2) The dollar amounts reflect the total compensation reported for Dr. Anagnost for each listed fiscal year in the “Total” column of the Summary Compensation Table. (3) The dollar amounts reflect the compensation actually paid to Dr. Anagnost for each listed fiscal year as calculated in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Anagnost during the applicable year and don’t mean that he will even earn or be paid those amounts, but reflect adjustments made to the total compensation as reported in the Summary Compensation Table in accordance with the requirements of Item 402(v) of Regulation S-K as shown in the table below:

  80. Pay versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 20,649,951 | 17,600,752 | 22,095,521 | 15,756,363 | | Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year | 17,938,989 | 16,494,632 | 21,095,069 | 13,559,493 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 20,942,343 | 18,075,662 | 17,057,737 | 22,582,547 | | Adjust for Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 1,181,376 | (947,027) | (903,469) | 2,169,455 | | Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | — | — | | Adjust for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (1,201,873) | (2,692,668) | (1,173,144) | (4,257,344) | | Subtract Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | — | — | | Add Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | — | | Compensation Actually Paid | 23,632,808 | 15,542,087 | 15,981,576 | 22,691,528 |

  81. Pay versus Performance

    (4) The dollar amounts reflect the average of the total compensation reported for our non-PEO NEOs in the “Total” column of the Summary Compensation Table for each applicable fiscal year. The names of the non-PEO NEOs in each year are listed in the table below.

  82. Pay versus Performance

    | 2024 | 2023 | 2022 | | Deborah L. Clifford | Deborah L. Clifford | Deborah L. Clifford | | Steven M. Blum | Steven M. Blum | Steven M. Blum | | Ruth Ann Keene | Ruth Ann Keene | Pascal W. Di Fronzo | | Rebecca Pearce | Rebecca Pearce | — | | — | Pascal W. Di Fronzo | — |

  83. Pay versus Performance

    (5) The dollar amounts reflect the average of compensation actually paid to our non-PEO NEOs, as calculated in accordance with Item 402(v) of Regulation S-K, for each listed fiscal year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to non-PEO NEOs during the applicable year and don’t mean that they will even earn or be paid those amounts, but reflect adjustments made to the total compensation as reported in the Summary Compensation Table in accordance with the requirements of Item 402(v) of Regulation S-K as shown in the table below:

  84. Pay versus Performance

    | | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Summary Compensation Table Total | 5,452,336 | 4,323,694 | 7,276,639 | 5,241,569 | | Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year | 4,314,029 | 3,306,500 | 6,581,321 | 4,510,231 | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | 4,850,099 | 3,553,148 | 4,585,956 | 7,083,063 | | Adjust for Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | 546,724 | (477,049) | (204,333) | 719,882 | | Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | 1,327,011 | — | | Adjust for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (349,892) | (1,156,448) | (205,600) | (846,274) | | Subtract Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (10) | — | (52,855) | — | — | | Add Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | — | | Compensation Actually Paid | 6,185,238 | 2,883,990 | 6,198,352 | 7,688,009 |

  85. Pay versus Performance

    (6) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and all dividends were reinvested until the last day of each reported fiscal year. (7) For purpose of this peer group disclosure, we have used the S&P North American Technology Software Index, as used in the Company's performance graph in our annual report on Form 10-K. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and all dividends were reinvested until the last day of each reported fiscal year. (8) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements. (9) In the Company's assessment, total revenue is the financial performance measure that is the most important financial performance measure (other than total shareholder return and net income) used by the Company to link compensation actually paid to performance. Please see the “Compensation Discussion and Analysis” section above for a further discussion of revenue and how it is utilized in our executive compensation program. The dollar amounts reported represent the Company’s total revenue as reflected in the Company’s audited financial statements. (10) Reflects the value of the awards that Mr. Di Fronzo forfeited after his departure in fiscal year 2023.

  86. Potential Payments Upon Termination or Change in Control

    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, 2024, and include all components of compensation, benefits, and perquisites payable under the Severance Plan and Executive Change in Control Program effective during the 2024 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, 2024, which was $253.81 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.

  87. Compensation of Directors

    Compensation of Directors During fiscal year 2024, our non-employee directors were eligible to receive the annual compensation set forth below:

  88. Compensation of Directors

    | Member of the Board of Directors | $75,000 and RSUs ($250,000 equivalent) | | | Non-executive Chair of the Board | an additional | $75,000 | | Chair of the Audit Committee | an additional | $25,000 | | Chair of the Compensation and Human Resources Committee | an additional | $20,000 | | Chair of the Corporate Governance and Nominating Committee | an additional | $10,000 |

  89. Compensation of Directors

    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 2024. 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.

  90. Compensation of Directors

    | Non-Employee Director Annual Compensation Cycle June 16, 2023 Annual Stockholder Meeting - July 16, 2024 Annual Stockholder Meeting | | | | Director | % Annual Fees Elected to Convert to RSUs (June 17, 2022 - June 16, 2023) | % Annual Fees Elected to Convert to RSUs (June 22, 2023 - June 21, 2024) | | Stacy J. Smith | 100 | 100 | | Karen Blasing | 100 | 100 | | Reid French | 100 | 100 | | Dr. Ayanna Howard | — | — | | Blake Irving | 100 | 100 | | Mary T. McDowell | 100 | 100 | | Stephen Milligan | 100 | 100 | | Lorrie M. Norrington | 100 | 100 | | Betsy Rafael* | — | — | | Rami Rahim | — | — |

  91. Compensation of Directors

    *Ms. Rafael is now our Interim Chief Financial Officer as of May 31, 2024. During fiscal year 2024, Autodesk’s Director Compensation Policy under the Autodesk’s 2022 Equity Incentive 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”).

  92. Compensation of Directors

    | | 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 Grant | | Result is rounded down to the nearest whole number of shares | | $250,000x | | / | | = | | | | 365 | | | | |

  93. Compensation of Directors

    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 2022 Equity Incentive 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. The tables below present information concerning the compensation paid by us to each of our non-employee directors for fiscal year 2024. Dr. Anagnost, who was an Autodesk employee during fiscal year 2024, did not receive additional compensation for his service as a director.

  94. Compensation of Directors

    | Current Directors | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Stacy J. Smith | 150,000 | 280,085 | 430,085 | | Karen Blasing | 75,000 | 264,992 | 339,992 | | Reid French | 75,000 | 264,992 | 339,992 | | Dr. Ayanna Howard | 75,000 | 249,962 | 324,962 | | Blake Irving | 75,000 | 264,962 | 339,962 | | Mary T. McDowell | 95,000 | 269,067 | 364,067 | | Stephen Milligan | 75,000 | 264,992 | 339,992 | | Lorrie M. Norrington | 85,000 | 267,030 | 352,030 | | Betsy Rafael | 100,000 | 249,962 | 349,962 | | Rami Rahim | 58,636 | 233,360 | 291,996 |

  95. Compensation of Directors

    (1)Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal year 2024, 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 2024 based on their elections. See footnote (b) for more information regarding the RSUs granted in lieu of cash.

  96. Compensation of Directors

    | Current Directors | Fees Actually Paid in Cash ($) | | Stacy J. Smith | — | | Karen Blasing | — | | Reid French | — | | Dr. Ayanna Howard | 75,000 | | Blake Irving | — | | Mary T. McDowell | — | | Stephen Milligan | — | | Lorrie M. Norrington | — | | Betsy Rafael | 100,000 | | Rami Rahim | 75,000 |

  97. Compensation of Directors

    (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 2024 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 June 10, 2024. 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. The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 16, 2022, in lieu of cash foregone for the June 17, 2022, through June 16, 2023, Directors’ Compensation Cycle:

  98. Compensation of Directors

    | | Restricted Stock Unit | | | | | Current Directors | Total 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. Smith | 1,095 | 183 | 179,919 | 30,069 | | Karen Blasing | 547 | 92 | 89,878 | 15,117 | | Reid French | 547 | 92 | 89,878 | 15,117 | | Dr. Ayanna Howard | — | — | — | — | | Blake Irving | 547 | 92 | 89,878 | 15,117 | | Mary T. McDowell | 693 | 116 | 113,867 | 19,060 | | Stephen Milligan | 547 | 92 | 89,878 | 15,117 | | Lorrie M. Norrington | 620 | 104 | 101,872 | 17,088 | | Betsy Rafael | — | — | — | — | | Rami Rahim | — | — | — | — |

  99. Compensation of Directors

    The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on June 21, 2023, in lieu of cash foregone for the June 22, 2023, through June 21, 2024, Directors’ Compensation Cycle:

  100. Compensation of Directors

    | | Restricted Stock Unit | | | | | Current Directors | Total 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. Smith | 865 | 145 | 179,903 | 30,157 | | Karen Blasing | 432 | 72 | 89,847 | 14,975 | | Reid French | 432 | 72 | 89,847 | 14,975 | | Dr. Ayanna Howard | — | — | — | — | | Blake Irving | 432 | 72 | 89,847 | 14,975 | | Mary T. McDowell | 548 | 92 | 113,973 | 19,134 | | Stephen Milligan | 432 | 72 | 89,847 | 14,975 | | Lorrie M. Norrington | 490 | 82 | 101,910 | 17,054 | | Betsy Rafael | — | — | — | — | | Rami Rahim | — | — | — | — |

  101. Compensation of Directors

    The following tables show the total amounts and fair values of Subsequent Annual RSUs granted during fiscal year 2024.

  102. Compensation of Directors

    | | Restricted Stock Unit | | | | Current Directors | Grant Date(s) | Number of Shares (#) | Grant Date Fair Value of Stock Awards ($) | | Stacy J. Smith | 6/21/2023 | 1,202 | 249,992 | | Karen Blasing | 6/21/2023 | 1,202 | 249,992 | | Reid French | 6/21/2023 | 1,202 | 249,992 | | Dr. Ayanna Howard | 6/21/2023 | 1,202 | 249,992 | | Blake Irving | 6/21/2023 | 1,202 | 249,992 | | Mary T. McDowell | 6/21/2023 | 1,202 | 249,992 | | Stephen Milligan | 6/21/2023 | 1,202 | 249,992 | | Lorrie M. Norrington | 6/21/2023 | 1,202 | 249,992 | | Betsy Rafael | 6/21/2023 | 1,202 | 249,992 | | Rami Rahim | 6/21/2023 | 1,202 | 249,992 |

  103. Compensation of Directors

    The aggregate number of each director’s RSUs outstanding at January 31, 2024, was:

  104. Compensation of Directors

    | Current Directors | Aggregate Number of Shares Underlying Outstanding Restricted Stock Units | | Stacy J. Smith | 2,067 | | Karen Blasing | 1,634 | | Reid French | 1,634 | | Dr. Ayanna Howard | 1,202 | | Blake Irving | 1,634 | | Mary T. McDowell | 1,750 | | Stephen Milligan | 1,634 | | Lorrie M. Norrington | 1,692 | | Betsy Rafael | 1,202 | | Rami Rahim | 1,202 |

  105. Report of the Audit Committee of the Board of Directors

    * Ms. Blasing was Chair at the time the Audit Committee made the above recommendation to the Board. On June 12, 2024, Mr. French was appointed a member of the Audit Committee and its Chair.

  106. Proposal One: Election of Directors

    Proposal One: Election of Directors Autodesk's Bylaws permit our Board to establish by resolution the authorized number of directors; currently, eleven directors are authorized. Accordingly, upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated eleven 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 eleven nominees named below. Your proxy cannot be voted for more than eleven 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.

  107. Proposal One: Election of Directors

    | Name | Age | Director Since | Principal Occupation | | Andrew Anagnost | 59 | 2017 | President and Chief Executive Officer, Autodesk, Inc. | | Stacy J. Smith | 61 | 2011 | Executive Chairman, Kioxia Corporation | | Karen Blasing | 67 | 2018 | Former Chief Financial Officer, Guidewire Software, Inc. | | Reid French | 52 | 2017 | Former Chief Executive Officer, Applied Systems, Inc. | | Dr. Ayanna Howard | 52 | 2019 | Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics | | Blake Irving | 64 | 2019 | Former Chief Executive Officer, GoDaddy Inc. | | Mary T. McDowell | 59 | 2010 | Former Chief Executive Officer, Mitel Networks Corporation | | Stephen Milligan | 60 | 2018 | Former Chief Executive Officer, Western Digital Corporation | | Lorrie M. Norrington | 64 | 2011 | Adviser and Operating Partner, Lead Edge Capital Management, LLC | | Betsy Rafael | 62 | 2013 | Interim Chief Financial Officer, Autodesk, Inc.; Former Chief Transformation Officer, GoDaddy Inc. | | Rami Rahim | 53 | 2022 | Chief Executive Officer of Juniper Networks, Inc. |