DEF 14A of Autodesk, Inc., May 6, 2025

DEF 14A of Autodesk, Inc.

Filed May 6, 2025 · FY20250000769397-25-000058

Open on EDGAR

  1. Notice of 2025 Annual Meeting of Stockholders

    | Option Exercises and Stock Vested at Fiscal Year 2025 Year End | 56 | | Nonqualified Deferred Compensation for Fiscal Year 2025 | 56 | | Pay versus Performance | 57 | | CEO Pay Ratio | 61 | | Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement | 62 | | Potential Payments Upon Termination or Change in Control | 64 | | Compensation of Directors | 69 | | Security Ownership of Certain Beneficial Owners and Management | 72 | | Equity Compensation Plan Information | 74 | | Delinquent Section 16(a) Reports | 74 | | Report of the Audit Committee of the Board of Directors | 75 | | Proposals | 76 | | Proposal One: Election of Directors | 76 | | Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm | 77 | | Principal Accounting Fees and Services | 77 | | Pre-Approval of Audit and Non-Audit Services | 77 | | Rotation | 78 | | Proposal Three: Non-Binding Vote to Approve Compensation for Named Executive Officers | 79 | | Stockholder Engagement on Executive Compensation | 79 | | Compensation Guiding Principles | 79 | | Leading Compensation Governance Practices | 81 | | Proposal Four: Approval of the Amendment and Restatement of the 2022 Equity Incentive Plan | 82 | | Background and Purpose | 82 | | The Importance of the Amended Plan for Autodesk, our Service Providers and Stockholders | 83 | | Significant Historical Award Information | 83 | | Description of the Material Features of the Amended Plan | 86 | | U.S. Federal Income Tax Consequences | 91 | | Existing Plan Benefits | 93 | | New Plan Benefits | 93 | | Equity Compensation Plan Information | 94 | | Registration with the SEC | 94 | | Summary | 94 | | Information About the 2025 Annual Meeting of Stockholders | 95 | | Other Matters | 101 | | Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures | A-1 | | Appendix B - Autodesk, Inc. 2022 Equity Incentive Plan As Amended and Restated | B-1 |

  2. Our Directors

    Our Directors The following table provides summary information about each of our director nominees, our retiring directors, and our upcoming director additions. Each director is elected annually by a majority of votes cast. Each of our director nominees, other than Dr. Anagnost, our Chief Executive Officer, is an “independent director” within the meaning of applicable Nasdaq Global Select Market (“NASDAQ”) listing standards. The following table is as of March 31, 2025 but reflects changes in certain board committee leadership and membership as of May 2, 2025.

  3. Our Directors

    | Name | Age | Director Since | Principal Occupation | Independent | Committees | | | | | | | | | AC | CHRC | CGNC | | Director Nominees | | | | | | | | | Andrew Anagnost | 60 | 2017 | President and Chief Executive Officer, Board Director, Autodesk, Inc. | | | | | | Stacy J. Smith | 62 | 2011 | Executive Chairman, Kioxia Corporation | ü CB | | | ü | | Karen Blasing | 68 | 2018 | Former Chief Financial Officer, Guidewire Software, Inc. | ü À | ü | | | | John T. Cahill | 67 | 2024 | Vice Chair of the Kraft Heinz Company; Former Chairman and CEO of Kraft Foods | ü À | C | | | | Reid French | 53 | 2017 | Former Chief Executive Officer, Applied Systems, Inc. | ü | | C | | | Dr. Ayanna Howard | 53 | 2019 | Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics | ü | | ü | | | Blake Irving | 65 | 2019 | Former Chief Executive Officer, GoDaddy Inc. | ü | | | C | | Ram R. Krishnan | 54 | 2024 | Executive Vice President and Chief Operating Officer, Emerson Electric Co. | ü | | ü | | | Stephen Milligan | 61 | 2018 | Former Chief Executive Officer, Western Digital Corporation | ü À | ü | | | | Rami Rahim | 54 | 2022 | Chief Executive Officer, Juniper Networks, Inc. | ü | | | ü | | Retiring Directors | | | | | | | | | Mary T. McDowell | 60 | 2010 | Former Chief Executive Officer, Mitel Networks Corporation | ü | | | | | Elizabeth (Betsy) Rafael | 63 | 2013 | Former Interim Chief Financial Officer, Autodesk, Inc.; Former Chief Transformation Officer, GoDaddy Inc. | | | | | | Lorrie M. Norrington | 65 | 2011 | Adviser and Operating Partner, Lead Edge Capital Management, LLC | ü | | | | | Upcoming Director Additions | | | | | | | | | Jeff Epstein | 68 | __ | Operating Partner and Head of Corporate Development, Bessemer Venture Partners | ü | | | | | A. Christine (Christie) Simons | 62 | __ | Senior Partner at Deloitte & Touche LLP | ü | | | |

  4. Our Directors

    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 The current terms of Mary T. McDowell, Lorrie M. Norrington and Elizabeth (Betsy) Rafael will expire at the Annual Meeting, and Mses. McDowell, Norrington and Rafael will not stand for re-election to our Board at the Annual Meeting. Our Board thanks each of Mses. McDowell, Norrington and Rafael for their distinguished service as a director and as chairs of the Compensation and Human Resources Committee, the Corporate Governance and Nominating Committee and the Audit Committee, respectively.

  5. Director Nominees and Upcoming Director Additions’ Skills Metrics

    Director Nominees and Upcoming Director Additions’ Skills Metrics

  6. Director Nominees and Upcoming Director Additions’ Demographic Metrics

    Director Nominees and Upcoming Director Additions’ Demographic Metrics * Our Board will include three female directors, one of whom identifies as African American, one director who identifies as Middle Eastern and one director who identifies as South Asian. ** Director tenure is measured by completed years of service from the initial month of service through March 31, 2025.

  7. Board of Directors

    Board of Directors Our business is managed under the direction of our Board, which is currently composed of 13 members. Following the Annual Meeting, the authorized size of the Board will be set at 12 directors. All of our director nominees were elected by stockholders at the 2024 Annual Meeting of Stockholders, except for Mr. Cahill and Mr. Krishnan, who were appointed to the Board in December 2024. Each director is elected annually by a majority of votes cast. Of our 10 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. As previously disclosed, on April 23, 2025, we entered into a cooperation letter agreement (the “Cooperation Agreement”) with Starboard Value and Opportunity Master Fund Ltd and certain of its affiliates (together, “Starboard Value”). Pursuant to the Cooperation Agreement, our Board appointed Jeff Epstein and A. Christine (Christie) Simons to our Board, effective immediately following the conclusion of the Annual Meeting. The terms of the Cooperation Agreement are fully set forth in Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on April 24, 2025.

  8. Experience and Knowledge of Director Nominees and

    Experience and Knowledge of Director Nominees and

  9. Upcoming Director Additions

    Upcoming Director Additions

  10. Independence of the Board

    Independence of the Board Our Board believes independence is a critical component of our governance strategy, and that its 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 J. Smith, our Chair, presides at these executive sessions.

  11. Key Highlights of our Board Independence Practices

    Key Highlights of our Board Independence Practices

  12. Key Highlights of our Board Independence Practices

    | ü | 9 out of 10 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, all director nominees are independent, as are the upcoming director additions. | | 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 and upcoming director additions is 4.7 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. |

  13. Director Nominees

    Director Nominees The below biographies provide the name, age and certain biographical information as of March 31, 2025, about each nominees and the director’s unique qualifications to serve on the Board.

  14. Director Nominees

    | | Andrew Anagnost | | | President and Chief Executive Officer, Board Director | | | Age: 60 | Director since 2017 |

  15. Qualifications and Contributions

    Qualifications and Contributions •Architect of Autodesk’s business evolution into a global leader in “Design and Make” software with a resilient, subscription-based operating model. •Spearheaded a multi-year transformation to a new transaction model and go-to-market modernization strategy that have resulted in enhanced profitability and performance. •Led development of end-to-end customer solutions to expand Autodesk’s total addressable market and establish a strong position in high-growth markets. •Utilized extensive background in product, platform & business model leadership to refocus investment strategy in cloud, platform and AI.

  16. Career Experience

    Career Experience •2017 – Present: President and Chief Executive Officer, Autodesk, Inc. •1997 – 2017: Various management and executive roles at Autodesk, Inc., including Vice President, Product Suites and Web Services; Senior Vice President, Business Strategy & Marketing; Chief Marketing Officer; and Co-CEO •1986 – 1997: Various engineering, sales, marketing and product management positions, including at Lockheed Aeronautical Systems Company and EXA Corporation, and as an NRC post-doctoral fellow at NASA Ames Research Center

  17. Select Board Experience

    Select Board Experience U.S.-Listed Companies •HubSpot, Inc., a CRM for marketing, sales and customer service (2023 – Present)

  18. Education

    Education •B.S., Mechanical Engineering, California State University, Northridge •M.S., Engineering Science, Stanford University •Ph.D., Aeronautical Engineering and Computer Science, Stanford University 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.

  19. Education

    | | Stacy J. Smith | | | Non-Executive Chair of the Board of Directors | | | Age: 62 | Director since 2011 | Independent | | | Autodesk Committees: Corporate Governance and Nominating |

  20. Education

    •Global technology leader with extensive expertise in finance, accounting, M&A and capital allocation strategies •Worked at Intel for three decades in a variety of roles, including as Chief Financial Officer—during which time the company’s total shareholder return increased ~100% and outperformed the S&P 500—as well as Group President of Sales, Manufacturing and Operations, Chief Information Officer, and Head of Europe Middle East and Africa. •Long track record of significant value creation, including serving as a member of the board of directors during the initial public offerings of Kioxia, Virgin America, and Gevo, the de-SPAC transaction of Metromile, as well as Virgin America’s acquisition by Alaska Airlines. •Substantial service on public company boards over the past two decades, including Kioxia, where he serves as Executive Chairman. •Highly engaged Chair who has met with investors representing more than 40% of shares outstanding and attended more than 30 investor meetings in fiscal 2025.

  21. Career Experience

    Career Experience •1988 – 2018: Various executive and management positions at Intel Corporation, including Executive Vice President; Chief Financial Officer; Executive Vice President, Manufacturing, Operations and Sales; and Group President of Sales, Manufacturing and Operations

  22. Select Board Experience

    Select Board Experience U.S.-Listed Companies •Wolfspeed, Inc., developer and manufacturer of silicon carbide technologies (2023 – Present) •Intel Corporation, a multinational technology corporation (2024 – Present) •Virgin America Inc., a domestic airline (2014 – 2016, until its acquisition by Alaska Airlines) •Gevo, Inc., renewable chemicals and advanced biofuels company (2010 – 2014) TSE-Listed Companies •Kioxia Corporation (formerly Toshiba Memory Corporation), a flash memory and SSD company (2018 –Present) •The Executive Chair position at Kioxia is not a “representative director” position or a position involving day-to-day management of the company. Instead, it is a customary executive chair position at a Japanese company, a part-time position involving board oversight of management that is not comparable to a U.S. public company CEO or other executive officer position. Other •Mr. Smith intends to depart from one of his current public company director positions in the next six months •The California Chapter of the Nature Conservancy Board of Trustees (2017 – Present) •University of Texas McCombs School of Business Advisory Board (2007 – 2013); Lifetime Member (2013 – Present) •Metromile, Inc. (2018 – 2021)

  23. Education

    Education •B.B.A., University of Texas •M.B.A., University of Texas

  24. Education

    | | Karen Blasing | | | Age: 68 | Director since 2018 | Independent | | | Autodesk Committees: Audit |

  25. Education

    •Significant executive leadership experience in the technology industry, including serving as CFO at Guidewire Software, Force 10 Networks and Nuance Communications, across different stages of their businesses. •Established a technology platform at Guidewire Software to enhance engagement among insurers, customers and employees, and was instrumental in the company’s successful transformation from a perpetual license business to a profitable recurring revenue model. •Extensive operational and financial expertise, having served as CFO of multiple technology companies, with a track record of implementing business model changes.

  26. Career Experience

    Career Experience •2009 – 2015: Chief Financial Officer, Guidewire Software, Inc., a software platform for property and casualty insurance carriers •2006 – 2009: Chief Financial Officer for Force 10 Networks and Senior Vice President of Finance for Salesforce, Inc. •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

  27. Select Board Experience

    Select Board Experience U.S.-Listed Companies •Zscaler, Inc., a cloud security company (2017 – Present) •GitLab, Inc., an AI-powered development, security and operations platform company (2019 – Present) •Ellie Mae, Inc., a mortgage-focused software company (2015 – 2019)

  28. Education

    Education •B.A., Economics, University of Montana •B.A., Business Administration, University of Montana •M.B.A., University of Washington

  29. Education

    | | John T. Cahill | | | Age: 67 | Director since 2024 | Independent | | | Autodesk Committees: Audit (Chair) |

  30. Education

    •Deep global business and strategy experience with a successful track record of leading large, global companies as Chairman, CEO, CFO and COO through various economic cycles and operational transformations. •Strong financial and operational expertise, including guiding a business transformation following Kraft Foods’ merger with the H.J. Heinz Company to create one of the world’s largest food and beverage companies, as well as The Pepsi Bottling Group’s separation from PepsiCo and the execution of its IPO. •Private equity experience, including serving as an Industrial Partner at Ripplewood Holdings, gives him a strong grounding in financial oversight and adds investor perspective to the Board. •Extensive public board service at American Airlines, Colgate-Palmolive and other global large-cap companies brings valuable corporate governance expertise.

  31. Career Experience

    Career Experience •2015 – Present: Vice Chair, Kraft Heinz Company •2014 – 2015: Chairman and Chief Executive Officer, Kraft Foods Group, Inc. •2012 – 2014: Chairman, Kraft Foods Group, Inc. •2008 – 2011: Ripplewood Holdings LLC, a private equity firm •1989 – 2007: Various management and executive positions at PepsiCo and subsequently The Pepsi Bottling Group, Inc., including Chairman and Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer.

  32. Select Board Experience

    Select Board Experience U.S.-Listed Companies •American Airlines Group Inc., a network air carrier that provides air transportation for passengers and cargo (2013 – Present) •The Colgate-Palmolive Company, a public consumer products company (2005 – Present) Other •The Medical University of South Carolina Foundation

  33. Education

    Education •B.A., Harvard University •M.B.A., Harvard Business School

  34. Education

    | | Reid French | | | Age: 53 | Director since 2017 | Independent | | | Autodesk Committees: Compensation and Human Resources (Chair) |

  35. Education

    •Executive operational experience leading companies developing novel software applications across multiple industries makes him uniquely qualified to oversee Autodesk’s innovative product pipeline. •Strong track record of creating significant value for investors, including nearly tripling the size of Applied Systems Inc. and generating a 12x return for investors during his tenure as CEO. •At Intergraph, executed a multi-year transformation that shifted the public company from legacy CAD to enterprise software, expanding into global B2B vertical markets and increasing market share; oversaw the 2006 go private transaction and subsequent 2010 $2.1 billion sale to Hexagon AB, one of the largest private software exits at the time. •Expertise in governance and best practices from service on public boards, including Verint Systems.

  36. Career Experience

    Career Experience •2011 – 2019: Chief Executive Officer, Applied Systems, Inc., a cloud software provider to the insurance industry •2005 – 2010: Chief Operating Officer, Intergraph Corporation, a global geospatial and computer-aided design software company 2003 – 2005: Executive Vice President of Strategic Planning and Corporate Development at Intergraph

  37. Select Board Experience

    Select Board Experience U.S.-Listed Companies •Verint Systems Inc., a provider of customer engagement software (2021 – Present) Other •Applied Systems, Inc., a cloud software provider to the insurance industry (2011 – 2020) •JSSI Inc., a provider of maintenance, software and financial services to the private aviation industry (2023 – Present) •NetDocuments Software, Inc., a cloud-based legal document management software provider (2020 – Present)

  38. Education

    Education •B.A., Economics, Davidson College •M.B.A., Harvard Business School

  39. Education

    | | Dr. Ayanna Howard | | | Age: 53 | Director since 2019 | Independent | | | Autodesk Committees: Compensation and Human Resources |

  40. Education

    •Industry expert in robotics, human-computer interaction and artificial intelligence makes her uniquely qualified to oversee Autodesk’s innovation pipeline, including the development of its industry-specific AI foundational models and integration of other innovative technologies. •Cutting-edge research on robotics and artificial intelligence provides the Board with valuable technical expertise to support Autodesk’s competitive marketplace position, as well as maximize productivity and efficiency both in its internal operations and productivity-enhancing software products.

  41. Career Experience

    Career Experience •2021 – Present: Dean of the College of Engineering, Professor (with tenure) Department of Electrical and Computer Engineering with joint appointment in Computer Science and Engineering, The Ohio State University •2013 – 2025: Founder and Board Chair of Zyrobotics Inc., a non-profit organization that provides AI-powered STEM tools for early childhood education •2015 – 2021: Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, Georgia Institute of Technology •2018 – 2021: Chair of the School of Interactive Computing at Georgia Tech •1994 – 2005: Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion Laboratory

  42. Select Board Experience

    Select Board Experience U.S.-Listed Companies •Motorola Solutions, Inc., a technology company providing services to public safety agencies and enterprises (2022 – Present) Other •Appointed Board Member, U.S. Defense Science Board (2022 – 2025) •Appointed Member, U.S. National Artificial Intelligence (AI) Advisory Committee (2022 – 2025) •50 Over 50: Innovation, Forbes List (2024) •Class of Fellows, National Academy of Inventors (2021) •Appointed Board Member, Georgia’s State Workforce Development Board (2018 – 2021)

  43. Education

    Education •B.S., Engineering, Brown University •M.S. and Ph.D., Electrical Engineering, University of Southern California •M.B.A., Drucker Graduate School of Management

  44. Education

    | | Blake Irving | | | Age: 65 | Director since 2019 | Independent | | | Autodesk Committees: Corporate Governance and Nominating (Chair) |

  45. Education

    •Extensive executive experience successfully developing and executing complex technology companies’ product strategies enables him to provide oversight of Autodesk’s long-term strategic plan and alignment with evolving customer needs. •Proven track record of shareholder value creation, including transforming GoDaddy.com from a domain-name company into a global cloud platform using predictive analytics and machine learning to power its customers’ digital presence, which led to a doubling of revenue and quadrupling of market value to $9 billion over his five-year tenure as CEO. •Deep expertise in identifying key talent and cultivating strong company cultures based on innovation and determination, an important component of his success in leading and scaling successful technology companies.

  46. Career Experience

    Career Experience •2013 – 2018: Chief Executive Officer, GoDaddy Inc. •2010 – 2012: Chief Product Officer, Yahoo! Inc. •2009 – 2010: Professor, Pepperdine Graziadio Business School •1992 – 2007: Various senior and management roles at Microsoft Corporation, including most recently as Corporate Vice President of Windows Live Platform Group

  47. Select Board Experience

    Select Board Experience U.S.-Listed Companies •DocuSign, Inc., a provider of secure document-management services (2018 – Present) •ZipRecruiter, Inc., an online marketplace for job seekers and employers (2018 – Present) •GoDaddy Inc., a provider of solutions for entrepreneurs (2014 – 2018) Other •Flowhub, LLC (2020 – Present) •McLaren Racing Advisory Board (2018 – Present)

  48. Education

    Education •B.A., Art, San Diego State University •M.B.A., Pepperdine Graziadio Business School

  49. Education

    | | Ram R. Krishnan | | | Age: 54 | Director since 2024 | Independent | | | Autodesk Committees: Compensation and Human Resources |

  50. Education

    •Significant executive leadership experience, including as COO of Emerson Electric Co., a leading Fortune 500 global industrial automation company, enables him to oversee Autodesk’s long-term strategy as it relates to global sales, business development, supply chain operations, information technology and M&A. •Extensive technology and software expertise, as well as customer insights, particularly in complex lifecycle automation, providing valuable to insights to support Autodesk’s product development and alignment with evolving customer needs. •Led major strategic transactions, including Emerson’s $8.2 billion acquisition of National Instruments and the majority stake and eventual full acquisition of Aspen Technology, now valued at $17 billion, enhancing the company’s industrial software capabilities.

  51. Career Experience

    Career Experience •1994 – Present: Various management and executive positions at Emerson Electric Co., including Executive Vice President and Chief Operating Officer (February 2021 – Present); President of Final Control (November 2017 – February 2021); President of Flow Solutions; Vice President of Profit Planning; and Perfect Execution

  52. Select Board Experience

    Select Board Experience U.S.-Listed Companies •Aspen Technology, Inc., a provider of supply chain management software and professional services (2022–2025)

  53. Education

    Education •B.S., Metallurgical Engineering, Indian Institute of Technology •M.S., Materials Engineering, Rensselaer Polytechnic Institute •M.B.A, Xavier University

  54. Education

    | | Stephen Milligan | | | Age: 61 | Director since 2018 | Independent | | | Autodesk Committees: Audit |

  55. Education

    •Significant executive strategic, operational and financial leadership experience in the technology industry, including as CEO of Western Digital Corp. •Led Western Digital’s multi-year transformation from a storage component provider to a diversified enabler of data infrastructure following the Company’s acquisition and integration of Hitachi Global Storage Technologies. •Orchestrated a turnaround as CEO of Hitachi Global Storage Technologies which resulted in significant operational improvement and consistent profitability. •Strong financial and accounting expertise from extensive CFO and CEO experience.

  56. Career Experience

    Career Experience •2013 – 2020: Chief Executive Officer, Western Digital Corporation •2012 – 2015: President, Western Digital Corporation •2009 – 2012: Chief Executive Officer, Hitachi Global Storage Technologies, Inc. •2007 – 2009: Chief Financial Officer, Hitachi Global Storage Technologies, Inc. •2002 – 2007: Various senior finance roles, including Chief Financial Officer, Western Digital Corporation

  57. Select Board Experience

    Select Board Experience U.S.-Listed Companies •Ross Stores, Inc., a leading brand of discount department stores (2015 – Present) •Western Digital Corporation, a developer, manufacturer, and provider of data storage devices (2013 – 2020) •B.S., Accounting, The Ohio State University

  58. Select Board Experience

    | | Rami Rahim | | | Age: 54 | Director since 2022 | Independent | | | Autodesk Committees: Corporate Governance and Nominating |

  59. Select Board Experience

    •Extensive experience in the technology industry, including as CEO of Juniper Networks, a leader in secure AI native networks, enables him to oversee Autodesk’s long-term strategic plan, with particular insights into AI and cybersecurity. •Transformed Juniper’s strategy and product offerings from hardware-centric solutions into cloud-delivered SaaS solutions almost quadrupling Juniper’s annual recurring revenue (ARR) in five years, redefining the company's future and solidifying its position as a leader in AI. •Led Juniper Networks to its pending acquisition by Hewlett Packard Enterprise, a transaction expected to accelerate long-term revenue growth and expand margins, while combining complementary portfolios to advance AI-native and edge-to-cloud strategies.

  60. 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) |

  61. Pay Decisions based on Performance Results

    | Incentive Program | Performance Results and Payout | | Fiscal Year 2025 Executive Incentive Plan Results | Based on our fiscal year 2025 financial results, the Committee determined that, based on attainment of the performance metrics for Autodesk’s 2025 Executive Incentive Plan (“EIP”), payouts would be funded at 97.2% for our CEO and other NEOs at the end of fiscal year 2025. | | Performance Share Unit Results | For each award, the Committee measured performance based on Autodesk’s achievement of the total revenue and free cash flow targets established for fiscal year 2025 and relative total stockholder return (“TSR”) over one-, two-, and three-year performance periods, respectively. The Committee certified the attainment levels of 108%, 95%, and 104% of target for tranches of PSUs awarded in July 2024, April 2023, and April 2022, respectively. |

  62. Say-on-Pay Results and Stockholder Outreach

    | What We Heard | How We Responded | Autodesk Comments | | Longer Performance Period in PSU Program Stockholders indicated a preference for measuring performance over a longer timeframe for PSU program metrics. | Actions effective fiscal year 2026: •Relative TSR to be measured over a 3-year period instead of 1-year, 2-year and 3-year periods. •Extended PSU vesting period to three-year cliff vesting from three-year ratable vesting. | •The 3-year TSR measurement period strengthens the alignment of NEOs’ and stockholders’ interests and further incentivizes long-term value creation. •The three-year cliff vesting for PSUs promotes retention and encourages our executives to continue to drive long-term performance. •Business model changes currently underway make setting a comparable three-year financial performance period challenging. Setting one-year financial goals enables us to set more rigorous targets each year and aligns with most of our peers. •The Committee will continue to evaluate the appropriateness of the performance period for financial goals each year. | | Reevaluate the Free Cash Flow Metric in the PSU program Some stockholders were concerned with the Free Cash Flow metric and asked us to reevaluate it under the new business model. | We are implementing a phased action plan to address the feedback on our metrics and reduce the overlap of the EIP and PSU programs over time. •Fiscal year 2026: replaced the Free Cash Flow metric in the PSU program with “Non-GAAP Income from Operations less Stock-Based Compensation Expense”. •Post fiscal year 2026: further reduce or eliminate the overlap in EIP and PSU programs with a balanced focus on growth and profitability. Detailed changes will be disclosed in next year’s proxy statement. | The Free Cash Flow metric was replaced because: •Following the transition from upfront billing to annual billing of most multi-year contracts, income from operations and free cash flow become much more closely aligned. •Growing income from operations becomes the primary driver of delivering high quality free cash flow growth over the long term. The SBC Expense metric is considered because: •It has been a key metric that our stockholders are focusing on. •This metric helps to differentiate the EIP and PSU programs for fiscal year 2026. | | Manage Stock-Based Compensation (“SBC”) Expense Stockholders would like us to factor in SBC expense in the executive compensation program to better align with their interests. | | | | Overlapping Performance Metrics Stockholders indicated a preference for differentiated performance metrics in our EIP and PSU programs. | | |

  63. Leading Compensation Governance Practices

    | | What We Do | What We Do Not Do | | a | Engage in robust stockholder outreachx | Provide excise tax gross-up for double-trigger change in control arrangements | | a | Tie a significant percentage of NEO total pay to achievement of critical financial objectives and stockholder value creationx | Allow hedging, pledging, or trading in Autodesk derivative securities | | a | Employ maximum limits on performance-based cash and equity incentive compensationx | Reprice stock options | | a | Require significant stock ownership holdingsx | Offer executive benefits that differ from those offered to our other salaried employees or excessive perquisites | | a | Include a clawback policy in incentive programsx | Use fixed-term employment agreements | | a | Grant more than 50% of top executives’ LTI awards in the form of performance-based awardsx | Make severance payments to named executive officers who voluntarily terminate their employment | | a | Ensure effective risk management | | | a | Rely on an independent compensation committee and engage an independent compensation consultant | |

  64. 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 2023, Citrix Systems was removed from the peer group due to its acquisition in late 2022. The remainder of the peer set remained consistent with the peers referenced for pay benchmarking in the prior year. The fiscal year 2025 compensation peer group consisted of the following companies:

  65. Competitive Compensation Positioning and Peer Group

    | Company | Revenue for the Most Recent Completed Fiscal Year (in billions) | Market Capitalization as of 1/31/2025 (in billions) | | Adobe Inc. | 21.5 | 192.9 | | Akamai Technologies, Inc. | 4.0 | 15.0 | | ANSYS, Inc. | 2.5 | 30.7 | | Block, Inc. | 24.1 | 56.3 | | Cadence Design Systems, Inc. | 4.6 | 81.5 | | DocuSign, Inc. | 3.0 | 19.6 | | Electronic Arts Inc. | 7.6 | 32.2 | | Fortinet, Inc. | 6.0 | 77.4 | | Gen Digital Inc. | 3.8 | 16.6 | | Intuit Inc. | 16.3 | 168.3 | | NetApp, Inc. | 6.3 | 24.8 | | Palo Alto Networks, Inc. | 8.0 | 121.8 | | PTC Inc. | 2.3 | 23.3 | | Salesforce, Inc. | 37.9 | 328.7 | | ServiceNow, Inc. | 11.0 | 210.3 | | Splunk Inc. (1) | 4.2 | N/A | | Synopsys, Inc. | 6.1 | 81.3 | | Workday, Inc. | 8.5 | 69.8 | | Autodesk, Inc. | 6.1 | 66.6 |

  66. Competitive Compensation Positioning and Peer Group

    (1) Splunk Inc. was acquired by Cisco in March 2024. In September 2024, the Committee reviewed the compensation peer group that would be used for fiscal year 2026 compensation decision making. The Committee determined that for fiscal year 2026, all of the fiscal year 2025 peer group companies would still be appropriate to use except for Splunk Inc., which was removed from the peer group as it was acquired by Cisco in March 2024. 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. Our primary reference point for this purpose is the size-regressed median of the comparable peer roles. 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.

  67. New Chief Financial Officer Offer

    New Chief Financial Officer Offer On November 26, 2024, following an extensive candidate search and interview process, our Board appointed Janesh Moorjani as the company’s Chief Financial Officer, effective upon his employment with us on December 16, 2024. When determining Mr. Moorjani’s compensation package, the Compensation Committee considered the following: •Intense competition for executive talent: It is extremely challenging to compete for skilled and highly qualified executive talent in our industry, where the landscape is rapidly evolving, and there is a high demand for leaders with a proven track record of accelerating growth, driving business transformations to seize market opportunities, and ensuring operational excellence. •Market competitiveness of the offer: To ensure the competitiveness of the offer, the Compensation Committee reviewed and analyzed the regular CFO annual compensation within our compensation peer group, as well as recent new-hire CFO offer packages among the compensation peer group and other technology industry companies including but not limited to DocuSign, Splunk, Synopsys, Workday, and Zoom. •Internal positioning: When determining the CFO offer, especially the annual cash compensation, the Compensation Committee considered the former CFO’s compensation and assessed the new CFO’s relative positioning among internal peers, considering his role and responsibilities. •Initial equity awards: The Compensation Committee structured the initial equity awards considering the following: –The total grant value of the initial equity award is set based on a review of recent peer group CFO offers and the equity awards that Mr. Moorjani would forfeit upon leaving his prior employer to join Autodesk. –The initial equity grant was allocated 40% in time-based RSUs and 60% in performance-based PSUs, providing Mr. Moorjani an immediate stake in our long-term growth while aligning his interest with the Company’s sustainable growth, profitability and total shareholder return. –The portion of the initial equity that vests in less than three years, along with the cash signing bonus, was offered to incentivize Mr. Moorjani to join Autodesk and to reflect the condition of the forfeited equity awards from his prior employer that were subject to quarterly vesting. The details of Mr. Moorjani’s employment offer letter are provided in the following table:

  68. New Chief Financial Officer Offer

    | Compensation Element | | CFO Offer Package | | Base Salary | | $650,000 per year | | Target Bonus | | 90% of base salary | | One-time Sign-on Cash Bonus | | $500,000 | | Time-based RSUs | Granted upon hire (December 16, 2024) | RSU grants with a total grant value of $10,250,000, including: •An RSU award with a grant value of $2,000,000, vesting in full on the one-year anniversary of the award’s vesting commencement date. This award was granted to replace the LTI value forfeited in 2025 at Mr. Moorjani’s prior employer. •An RSU award with a grant value of $2,000,000, vesting over two years in equal annual installments. This award was granted to replace LTI value forfeited in 2025 and 2026 at Mr. Moorjani’s prior employer. •An RSU award with a grant value of $6,250,000, vesting over three years in equal annual installments. Majority of this award was granted to replace LTI value forfeited in 2025 and 2026 at Mr. Moorjani’s prior employer. | | Performance-based RSUs | Granted on fiscal year 2026 annual grant date (April 10, 2025) | PSU grants with a total grant value of $14,750,000, including: •A PSU award with a grant value of $11,750,000, vesting over three years in equal annual installments, based on the attainment of performance goals as set by the Compensation Committee. •A PSU award with a grant value of $3,000,000, vesting in full on the 3-year anniversary of the award’s vesting commencement date, based on the attainment of performance goals as set by the Compensation Committee. |

  69. New Chief Financial Officer Offer

    Per the offer letter, Mr. Moorjani is eligible to participate in our Severance Plan and Change-in-Control Program as described below in the section titled “Employment Agreement and Post-Employment Compensation”.

  70. 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 strategic priorities 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 |

  71. Principal Elements of the Executive Compensation Program

    _____________ (1) Excludes Ms. Rafael given the unique pay structure for her role as Interim CFO and Mr. Moorjani whose new hire awards do not reflect ongoing long-term equity compensation. When setting the fiscal 2025 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.

  72. 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.

  73. Target Award Opportunities and Fiscal Year 2025 Executive Incentive Plan

    Target Award Opportunities and Fiscal Year 2025 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 2025. At the beginning of the fiscal year, the Committee increased the target opportunities for Mr. Blum and Ms. Clifford from 80% to 90% of their annual base salaries and for Mrs. Keene and Pearce from 80% to 85% to ensure alignment with competitive market practices. 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 2025, 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 2025 EIP funding at 200% of target. For fiscal year 2025, the Committee selected total revenue, non-GAAP income from operations, and absolute TSR as the funding metrics. Autodesk’s fiscal year 2025 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 participant based on pre-established performance measures, as described below.

  74. Company Performance Measures and Performance

    Company Performance Measures and Performance In fiscal year 2025, the Committee approved fiscal year 2025 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 97.2% of target, as shown below:

  75. Company Performance Measures and Performance

    | Performance Metric (1) | Weighting | Actual (millions) | Target (millions) | Performance Attainment % | Funding | Weighted EIP Funding % | | Total Revenue | 60% | $6,131 | $6,224 | 98.5% | 95.0% | 57.0% | | Non-GAAP Income from Operations | 40% | $2,231 | $2,222 | 100.4% | 100.6% | 40.2% | | Total | 100% | | | | | 97.2% |

  76. Company Performance Measures and Performance

    _____________ (1) Consistent with our EIP administrative guidelines, the fiscal year 2025 total revenue and non-GAAP income from operations results were not adjusted for acquired entities. In March 2025, based on the level of achievement of the EIP program performance objectives, the Committee approved short-term incentive awards for the NEOs as shown below:

  77. Company Performance Measures and Performance

    | 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 | $1,516,320 | 97.2% | | Janesh Moorjani (2) | 90% | $73,726 | $71,662 | 97.2% | | Steven M. Blum | 90% | $630,000 | $612,360 | 97.2% | | Ruth Ann Keene | 85% | $459,000 | $446,148 | 97.2% | | Rebecca Pearce | 85% | $433,300 | $421,168 | 97.2% | | Former Executive Officers | | | | | | Deborah L. Clifford | 90% | $585,000 | $568,620 | 97.2% | | Elizabeth (Betsy) Rafael (3) | N/A | N/A | N/A | N/A |

  78. Company Performance Measures and Performance

    _____________ (1) Short-term incentive target amounts are based on actual salary earnings during fiscal year 2025, which may differ from approved fiscal year 2025 salaries due to the effective date of salary increases. (2) Mr. Moorjani’s payout was prorated based on the length of his employment with the Company during fiscal year 2025. (3) Ms. Rafael was not eligible for a short-term incentive award under the Executive Incentive Plan.

  79. Fiscal Year 2026 Short-Term Incentive Compensation

    Fiscal Year 2026 Short-Term Incentive Compensation In fiscal year 2026, 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 total revenue and non-GAAP income from operations 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:

  80. Fiscal Year 2026 Short-Term Incentive Compensation

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

  81. Fiscal Year 2026 Short-Term Incentive Compensation

    The Committee believes that the metrics selected for the fiscal year 2026 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.

  82. 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.

  83. Fiscal Year 2025 Annual Long-Term Equity Awards

    Fiscal Year 2025 Annual Long-Term Equity Awards During fiscal year 2025, 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 who received an annual equity award, except for Mr. Moorjani and Ms. Rafael, 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 2025, except for Mr. Moorjani and Ms. Rafael, the Committee considered Autodesk’s performance in fiscal year 2024, competitive market data for the executive’s position, historical grants, unvested equity, individual performance of the executive, performance on key strategic priorities, and internal pay alignment. In fiscal year 2025, the Committee did not use its discretion to adjust the grant value of the NEO’s long-term incentive awards based on strategic priorities. Mr. Moorjani’s fiscal year 2025 long-term equity awards were made in connection with the commencement of his employment as our CFO in December 2024, as described in the “New Chief Financial Officer” section. Ms. Rafael’s fiscal year 2025 equity award was granted in lieu of the annual award she would have been entitled to as a non-employee director; therefore, she received a time-based RSU grant but did not receive a PSU award in connection with her employment as our Interim CFO. As a result of this analysis, the following equity awards were approved in fiscal year 2025:

  84. Fiscal Year 2025 Annual Long-Term Equity Awards

    | Named Executive Officer | Target Value of PSU and RSU Award | Target PSU Award (#) (1) | RSU Award (#) (1) | | Andrew Anagnost | $23,000,000 | 53,914 | 35,943 | | Janesh Moorjani (2) | $10,250,000 | — | 33,514 | | Steven M. Blum | $8,000,000 | 18,752 | 12,501 | | Ruth Ann Keene | $4,000,000 | 9,376 | 6,250 | | Rebecca Pearce | $4,000,000 | 9,376 | 6,250 | | Former Executive Officers | | | | | Deborah L. Clifford | $6,700,000 | 15,705 | 10,470 | | Elizabeth (Betsy) Rafael (3) | $250,000 | — | 984 |

  85. Fiscal Year 2025 Annual Long-Term Equity Awards

    _____________ (1) Number of shares determined by the weighting of PSUs and RSUs and the average closing stock price over the last 20 trading days before the date of grant. (2) Reflects Mr. Moorjani’s fiscal year 2025 new hire grants made in accordance with his offer letter, as described in the “New Chief Financial Officer Offer” section. (3) Reflects Ms. Rafael’s time-based RSU grant that was awarded in lieu of the annual award she would have been entitled to as a non-employee director.

  86. PSU Awards

    PSU Awards Our current PSU design was adopted following extensive stockholder outreach and incorporates several features our stockholders have identified as 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 2025 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 2025, we measured Performance Results based on total revenue and free cash flow. •Using multiple goals motivates management to drive Autodesk’s growth and 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 2025.

  87. PSU Awards

    | Fiscal Year 2025 (First PSU Tranche) | Fiscal Year 2026 (Second PSU Tranche) | Fiscal Year 2027 (Third PSU Tranche) | | Fiscal Year 2025 Target Shares Multiplied by: Fiscal Year 2025 Financial Performance (0%-150% of Target) Multiplied by: 1- Year Relative TSR as of Fiscal Year End 2025 (+/- 33%) | Fiscal Year 2026 Target Shares Multiplied by: Fiscal Year 2026 Financial Performance (0%-150% of Target) Multiplied by: 2-Year Relative TSR as of Fiscal Year End 2026 (+/- 33%) | Fiscal Year 2027 Target Shares Multiplied by: Fiscal Year 2027 Financial Performance (0%-150% of Target) Multiplied by: 3-Year Relative TSR as of Fiscal Year End 2027 (+/- 33%) |

  88. PSU Awards

    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).

  89. Vesting of PSUs in 2025

    Vesting of PSUs in 2025 In fiscal year 2025, the Committee reviewed and certified the attainment levels for performance measures for the third tranche of PSUs awarded in April 2022, the second tranche of PSUs awarded in April 2023, and the first tranche of PSUs awarded in July 2024. For each award, the Committee certified the following performance:

  90. Vesting of PSUs in 2025

    | Performance Metric (1) | Weighting | Actual (in millions) | Target (in millions) | Performance Attainment % | Funding | Weighted Funding | | Total Revenue | 60% | $6,131 | $6,224 | 98.5% | 95.0% | 57.0% | | Free Cash Flow | 40% | $1,567 | $1,500 | 104.5% | 104.5% | 41.8% | | Total | 100% | | | | | 98.8% |

  91. Vesting of PSUs in 2025

    (1) Consistent with administrative guidelines for PSUs, the fiscal year 2025 total revenue and free cash flow results were not adjusted for acquired entities. Autodesk’s Relative TSR was based on:

  92. Vesting of PSUs in 2025

    | Performance Period | Autodesk TSR (1) | Percentile Rank (2) | Payout Multiplier | | 3-Year Relative TSR as of Fiscal Year End 2025 | 26% | 54th Percentile | 105% | | 2-Year Relative TSR as of Fiscal Year End 2025 | 41% | 47th Percentile | 96% | | 1-Year Relative TSR as of Fiscal Year End 2025 | 19% | 57th Percentile | 109% |

  93. Vesting of PSUs in 2025

    (1)Based on the 31-day average closing stock price (+/- 15 days) at the beginning of each period and the end of fiscal year 2025. (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 2025:

  94. Vesting of PSUs in 2025

    | April 2022 3rd Tranche of Fiscal Year 2023 Award | : | Fiscal Year 2025 Financial Goal Funding 98.8%X | 3-Year Relative TSR as of Fiscal Year End 2025 105% | = | Percent of PSU Target Award 104% | | April 2023 2nd Tranche of Fiscal Year 2024 Award | : | X | 2-Year Relative TSR as of Fiscal Year End 2025 96% | = | Percent of PSU Target Award 95% | | July 2024 1st Tranche of Fiscal Year 2025 Award | : | X | 1-Year Relative TSR as of Fiscal Year End 2025 109% | = | Percent of PSU Target Award 108% |

  95. Vesting of PSUs in 2025

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

  96. Vesting of PSUs in 2025

    | | April 2022 Award 3rd Tranche | | April 2023 Award 2nd Tranche | | July 2024 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 | 17,046 | 17,727 | 20,376 | 19,357 | 17,972 | 19,409 | | Janesh Moorjani (1) | N/A | N/A | N/A | N/A | N/A | N/A | | Steven M. Blum | 5,809 | 6,041 | 7,491 | 7,116 | 6,251 | 6,751 | | Ruth Ann Keene | 3,333 | 3,466 | 3,795 | 3,605 | 3,126 | 3,376 | | Rebecca Pearce | 2,935 | 3,052 | 3,795 | 3,605 | 3,126 | 3,376 | | Former Executive Officer | | | | | | | | Deborah L. Clifford | 4,761 | 4,951 | 5,993 | 5,693 | 5,235 | 5,653 | | Elizabeth (Betsy) Rafael (1) | N/A | N/A | N/A | N/A | N/A | N/A |

  97. Vesting of PSUs in 2025

    _____________ (1) Mr. Moorjani and Ms. Rafael were not employees during fiscal years 2023 and 2024 and did not receive PSUs during fiscal year 2025.

  98. RSU Awards

    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 2024, our NEOs received time-based RSU awards which vest in three equal annual installments, beginning in March 2025.

  99. Fiscal Year 2026 Equity Awards

    Fiscal Year 2026 Equity Awards The Compensation Committee and management team regularly review and assess the structure of the incentive programs to ensure they align with pay-for-performance philosophy and stockholder feedback. For fiscal year 2026, the Compensation Committee made the following changes to the PSU program: •Replaced the Free Cash Flow metric with Non-GAAP Income from Operations less Stock-Based Compensation Expense. •Implemented a three-year measurement period for the Relative TSR metric, replacing the previous one-, two-, and three-year periods. •Implemented changes to the vesting of PSU awards such that the awards will vest in full on the 3rd anniversary of the award grant date without interim vesting during the performance period. To transition the PSU program from 3-year ratable vesting to 3-year cliff vesting, the Committee adopted a temporary structure for annual RSU awards to retain our top executive talent in the intensely competitive market. For fiscal years 2026 and 2027, RSU awards will vest 50% each year over two years. Starting fiscal year 2028, the vesting schedule for RSUs will revert to the regular 3-year vesting structure. This temporary transition approach helps mitigate significant disruptions to executives’ year-over-year earnings. In fiscal year 2026, we will measure Performance Results based on the metrics outlined in the following table. The Committee and management plan to further reduce or eliminate the overlap in EIP and PSU programs with a balanced focus on growth and profitability after fiscal year 2026.

  100. Fiscal Year 2026 Equity Awards

    | Performance Metric | Weighting | | Total Revenue | 60% | | Non-GAAP Income from Operations less Stock-Based Compensation Expense | 40% |

  101. Fiscal Year 2026 Equity Awards

    Starting fiscal year 2026, the Compensation Committee eliminated the option to adjust the NEO’s long-term incentive awards based on environmental, social and governance priorities. While the Committee had this discretion between fiscal years 2023 and 2025, it did not exercise it to adjust NEO’s compensation based on those priorities. The Board of Directors of Autodesk will continue monitoring our processes in governance and impact areas.

  102. Employment Agreement and Post-Employment Compensation

    Employment Agreement and Post-Employment Compensation

  103. 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 64.

  104. 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, as well as certain other senior executives, is a participant in the plan, provided that our CEO is a participant in the plan solely with respect to the treatment of his then outstanding RSUs and PSUs upon a qualified retirement. 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 a qualified retirement. However, in the case of a qualified retirement, participants will receive a dollar amount equivalent to 18 times monthly COBRA premium and 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. Furthermore, in the event of our CEO’s qualified retirement, Dr. Anagnost is solely eligible to receive the accelerated and continued vesting of his then outstanding RSUs and PSUs, respectively, as described above under the Severance Plan. 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 and the change in control terms discussed in the next section.

  105. 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 (other than our CEO), among other senior executives, 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.

  106. Insider Trading Policies (including Derivatives Trading and Anti-Hedging and Pledging Policy)

    Insider Trading Policies (including Derivatives Trading and Anti-Hedging and Pledging Policy) We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Autodesk securities that are applicable to our directors, officers, employees, consultants, and advisors, and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Autodesk securities that are applicable to our directors, officers, employees, consultants, and advisors, and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq listing standards. 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 the Committee has granted. 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. In addition, with regard to Autodesk’s trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements.

  107. 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. The Committee does not take material non-public information into account when determining the timing and terms of stock options, except that if the Company determines that it is in possession of material non-public information on an anticipated grant date, the compensation committee expects to defer the grant until a date on which the Company is not in possession of material non-public information. In addition, the Committee does not time the release of material non-public information for the purpose of affecting the value of executive compensation.

  108. 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.

  109. 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 2025. 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.

  110. 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 2025, 2024 and 2023.

  111. 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 | 2025 | 1,047,969 | — | 22,484,499 | 1,516,320 | 144,058 | 25,192,846 | | President and Chief Executive Officer, Board Director (5) | 2024 | 1,046,066 | — | 17,938,989 | 1,511,640 | 153,256 | 20,649,951 | | | 2023 | 1,040,416 | — | 16,494,632 | — | 65,704 | 17,600,752 | | Janesh Moorjani | 2025 | 64,895 | 500,000 | 10,218,083 | 71,662 | 1,783 | 10,856,423 | | Executive Vice President and | | | | | | | | | Chief Financial Officer (6) | | | | | | | | | Steven M. Blum | 2025 | 705,364 | — | 7,885,185 | 612,360 | 125,297 | 9,328,206 | | Executive Vice President and | 2024 | 704,005 | — | 6,223,689 | 542,640 | 156,411 | 7,626,745 | | Chief Operating Officer (7) | 2023 | 704,586 | — | 7,363,064 | — | 92,992 | 8,160,642 | | Ruth Ann Keene | 2025 | 544,197 | — | 4,063,489 | 446,148 | 103,116 | 5,156,950 | | Executive Vice President | 2024 | 541,473 | — | 2,951,566 | 417,355 | 55,354 | 3,965,748 | | Corporate Affairs, Chief Legal Officer and Corporate Secretary (8) | 2023 | 536,982 | — | 2,324,237 | — | 59,977 | 2,921,196 | | Rebecca Pearce | 2025 | 508,908 | — | 3,962,067 | 421,168 | 84,217 | 4,976,360 | | Executive Vice President and | 2024 | 465,521 | — | 2,936,488 | 361,241 | 81,024 | 3,844,274 | | Chief People Officer (9) | 2023 | 371,859 | — | 2,040,421 | — | 151,614 | 2,563,894 | | Former Executive Officers: | | | | | | | | | Deborah L. Clifford | 2025 | 655,128 | — | 6,511,083 | 568,620 | 12,478 | 7,747,309 | | Former Executive Vice President and Chief Financial Officer | 2024 | 649,461 | — | 5,144,374 | 500,747 | 77,996 | 6,372,578 | | Current Chief Strategy Officer | 2023 | 626,318 | 91,233 | 3,781,422 | — | 69,449 | 4,568,422 | | Elizabeth (Betsy) Rafael | 2025 | 2,386,525 | — | 249,759 | N/A | 10,626 | 2,646,910 | | Former Interim Chief Financial Officer (10) | | | | | | | |

  112. Summary Compensation Table

    _____________ (1)Represents payments made to our named executive officers for amounts that relate to signing bonuses. (2)Amounts consist of the aggregate grant date value for PSU and RSU awards computed in accordance with FASB ASC Topic 718, based on target levels of achievement (the probable outcome at grant) in the case of PSUs and does not reflect actual amounts earned. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 6, 2025. The maximum value of PSU awards generally is capped at 200% of target for fiscal year 2023 through fiscal year 2025. The maximum values for PSU awards granted in fiscal year 2025 are as follows: Dr. Anagnost: $27,787,525; Mr. Moorjani: $0; Mr. Blum: $9,794,642; Ms. Keene: $5,139,353; Ms. Pearce: $4,936,508; and Ms. Clifford: $8,017,296. Actual PSU awards earned in fiscal year 2025 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 2025 includes $128,658 authorized executive and spouse travel in connection with a business trip and tax gross-ups of $63,789 for certain perquisites. (6)Mr. Moorjani was not a named executive officer during fiscal 2024 or fiscal 2023. (7)Mr. Blum’s other compensation for fiscal 2025 includes $109,406 authorized executive and spouse travel in connection with business trips and tax gross-ups of $43,244 for certain perquisites. (8)Ms. Keene’s other compensation for fiscal 2025 includes $92,032 authorized executive and spouse travel in connection with a business trip and tax gross-ups of $45,814 for certain perquisites. (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 1.25 and 1.28, which represent an average for fiscal years 2024 and 2025, respectively. Ms. Pearce’s other compensation for fiscal 2025 includes $50,891 for employer contributions to UK pension plan. Ms. Pearce’s other compensation for fiscal 2025 also includes a car allowance and health insurance premiums. (10)Ms. Rafael was not a named executive officer during fiscal 2024 or fiscal 2023.

  113. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 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 2025. The following tables include potential threshold, target, and maximum amounts payable under our EIP for performance during fiscal year 2025, 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 2025. The following table also includes amounts relating to PSUs issued under our 2012 Stock Plan and 2022 Equity Incentive Plan and RSUs under our 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 2025 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 2025:

  114. Grants of Plan-Based Awards in Fiscal Year 2025

    | | | | 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 | 4/10/2024 | — | — | — | — | — | — | 35,943 | 8,590,736 | | | PSU | 6/18/2024 | — | — | — | — | 17,046 | 34,092 | — | 4,343,832 | | | PSU | 6/18/2024 | — | — | — | — | 20,376 | 40,752 | — | 4,811,792 | | | PSU | 7/10/2024 | — | — | — | — | 17,972 | 35,944 | — | 4,738,138 | | Janesh | EIP | — | — | 73,726 | 163,836 | — | — | — | — | — | | Moorjani | RSU | 12/16/2024 | — | — | — | — | — | — | 6,539 | 1,993,676 | | | RSU | 12/16/2024 | — | — | — | — | — | — | 6,539 | 1,993,676 | | | RSU | 12/16/2024 | — | — | — | — | — | — | 20,436 | 6,230,732 | | Steve M. | EIP | — | — | 630,000 | 1,400,000 | — | — | — | — | — | | Blum | RSU | 4/10/2024 | — | — | — | — | — | — | 12,501 | 2,987,864 | | | PSU | 6/18/2024 | — | — | — | — | 5,809 | 11,618 | — | 1,480,307 | | | PSU | 6/18/2024 | — | — | — | — | 7,491 | 14,982 | — | 1,769,000 | | | PSU | 7/10/2024 | — | — | — | — | 6,251 | 12,502 | — | 1,648,014 | | Ruth Ann | EIP | — | — | 459,000 | 1,080,000 | — | — | — | — | — | | Keene | RSU | 4/10/2024 | — | — | — | — | — | — | 6,250 | 1,493,813 | | | PSU | 6/18/2024 | — | — | — | — | 3,333 | 6,666 | — | 849,348 | | | PSU | 6/18/2024 | — | — | — | — | 3,795 | 7,590 | — | $896,189 | | | PSU | 7/10/2024 | — | — | — | — | 3,126 | 6,252 | — | $824,139 | | Rebecca | EIP | — | — | 433,300 | 1,019,530 | — | — | — | — | — | | Pearce (6) | RSU | 4/10/2024 | — | — | — | — | — | — | 6,250 | 1,493,813 | | | PSU | 6/18/2024 | — | — | — | — | 2,935 | 5,870 | — | 747,926 | | | PSU | 6/18/2024 | — | — | — | — | 3,795 | 7,590 | — | 896,189 | | | PSU | 7/10/2024 | — | — | — | — | 3,126 | 6,252 | — | 824,139 | | Former Executive Officers: | | | | | | | | | | | | Deborah L. | EIP | — | — | 585,000 | 1,300,000 | — | — | — | — | — | | Clifford | RSU | 4/10/2024 | — | — | — | — | — | — | 10,470 | 2,502,435 | | | PSU | 6/18/2024 | — | — | — | — | 4,761 | 9,522 | — | 1,213,246 | | | PSU | 6/18/2024 | — | — | — | — | 5,993 | 11,986 | — | 1,415,247 | | | PSU | 7/10/2024 | — | — | — | — | 5,235 | 10,470 | — | 1,380,155 | | Elizabeth (Betsy) Rafael | EIP | — | — | N/A | N/A | — | — | — | — | — | | Rafael | RSU | 7/16/2024 | — | — | — | — | — | — | 984 | 249,759 |

  115. Grants of Plan-Based Awards in Fiscal Year 2025

    _____________ (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 2025, 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 2025 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 2025 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 2025 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, 2024 vest in three equal annual installments beginning on March 27, 2025. (5)Reflects the grant date fair value of each equity award. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 6, 2025. 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 cash compensation is paid in British Pounds. The amounts in the EIP row represent the approximate dollar value of her target and maximum dollar amounts payable under the EIP for performance during fiscal year 2025 using her base salary and target EIP as a percentage of base salary converted to U.S. dollars using the British Pound to dollar exchange rate of 1.28, which represent an average rate for fiscal year 2025.

  116. Outstanding Equity Awards at Fiscal Year 2025 Year End

    Outstanding Equity Awards at Fiscal Year 2025 Year End The following table presents information concerning outstanding unvested RSU and PSU awards for each named executive officer as of January 31, 2025. 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.

  117. Outstanding Equity Awards at Fiscal Year 2025 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 | 4/10/2022 | 17,728(2) | 5,519,436 | | | 4/10/2022 | 11,364 | 3,538,068 | | | 4/10/2023 | 39,733(3) | 12,370,472 | | | 4/10/2023 | 27,168 | 8,458,485 | | | 7/10/2024 | 55,352(4) | 17,233,292 | | | 4/10/2024 | 35,943 | 11,190,494 | | Janesh Moorjani (5) | 12/16/2024 | 6,539 | 2,035,852 | | | 12/16/2024 | 6,539 | 2,035,852 | | | 12/16/2024 | 20,436 | 6,362,544 | | Steven M. Blum | 4/10/2022 | 6,041(2) | 1,880,805 | | | 2/1/2022 | 2,612 | 813,220 | | | 4/10/2022 | 3,872 | 1,205,508 | | | 4/10/2023 | 14,607(3) | 4,547,743 | | | 4/10/2023 | 9,988 | 3,109,664 | | | 7/10/2024 | 19,252(4) | 5,993,918 | | | 4/10/2024 | 12,501 | 3,892,061 | | Ruth Ann Keene | 4/10/2022 | 2,222(2) | 691,797 | | | 4/10/2022 | 3,466 | 1,079,104 | | | 4/10/2023 | 7,400(3) | 2,303,916 | | | 4/10/2023 | 5,060 | 1,575,380 | | | 7/10/2024 | 9,626(4) | 2,996,959 | | | 4/10/2024 | 6,250 | 1,945,875 | | Rebecca Pearce | 4/10/2022 | 3,052(2) | 950,210 | | | 4/10/2022 | 1,956 | 608,981 | | | 4/10/2023 | 5,060(3) | 1,575,380 | | | 4/10/2023 | 7,400 | 2,303,916 | | | 7/10/2024 | 9,626(4) | 2,996,959 | | | 4/10/2024 | 6,250 | 1,945,875 | | Former Executive Officers: | | | | | Deborah L. Clifford | 4/10/2022 | 4,951(2) | 1,541,444 | | | 4/10/2022 | 3,174 | 988,193 | | | 4/10/2023 | 11,686(3) | 3,638,319 | | | 4/10/2023 | 7,990 | 2,487,607 | | | 7/10/2024 | 16,124(4) | 5,020,046 | | | 4/10/2024 | 10,470 | 3,259,730 | | Elizabeth (Betsy) Rafael | 7/16/2024 | 984 | 306,359 |

  118. Outstanding Equity Awards at Fiscal Year 2025 Year End

    _____________ (1)Market value of RSUs and PSUs that have not vested is computed by multiplying (i) $311.34, the closing price on the Nasdaq of Autodesk common stock on January 31, 2025, the last trading day of fiscal year 2025, 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, 2022, under the 2012 Plan. These PSUs were subject to achievement of a total revenue and free cash flow goal for fiscal year 2025 adopted by the Committee, as well as Relative TSR. This tranche was earned as of January 31, 2025, and subject to vest on March 27, 2025. (3)Awards related to the second- and third-year tranches of PSU awards granted on April 10, 2023, under the 2022 Plan. The second-year tranche of these PSUs was subject to achievement of a total revenue and free cash flow goal for fiscal year 2025 adopted by the Committee, as well as Relative TSR. The second-year tranche was earned as of January 31, 2025, and subject to vest on March 27, 2025. (4)Awards related to the first-, second-, and third-year tranches of PSU awards granted on July 10, 2024, 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 2025 adopted by the Committee, as well as Relative TSR. The first-year tranche was earned as of January 31, 2025, and subject to vest on March 27, 2025. (5)RSUs granted to Mr. Moorjani on December 16, 2024 vest per the terms of his employment agreement.

  119. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 There were no stock options exercised by any of the named executive officers during fiscal year 2025. The following table presents information concerning the vesting of stock awards held by each of the named executive officers during fiscal year 2025.

  120. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Andrew Anagnost | 74,545 | 19,498,736 | | Janesh Moorjani | — | — | | Steven M. Blum | 27,120 | 7,073,502 | | Ruth Ann Keene | 33,741 | 8,728,818 | | Rebecca Pearce | 10,829 | 2,832,542 | | Former Executive Officers: | | | | Deborah L. Clifford | 20,902 | 5,467,336 | | Elizabeth (Betsy) Rafael (2) | 1,202 | 304,310 |

  121. Option Exercises and Stock Vested in Fiscal Year 2025

    ______________ (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. (2)This amount reflects vesting of the award Ms. Rafael received as a Non-Employee Director on June 21, 2023.

  122. Nonqualified Deferred Compensation for Fiscal Year 2025

    Nonqualified Deferred Compensation for Fiscal Year 2025 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 2025:

  123. Nonqualified Deferred Compensation for Fiscal Year 2025

    | Named Executive Officer | Executive Contributions (Distributions) in Fiscal Year ($) | Aggregate Earnings/ (Losses) in Fiscal Year ($) (1) | Aggregate Balance at Fiscal Year End ($) | | Andrew Anagnost | 244,800 | 813,422 | 6,967,735 | | Janesh Moorjani | 25,000 | 623 | 25,623 | | Steven M. Blum | — | 302,669 | 2,751,136 | | Ruth Ann Keene | — | — | — | | Rebecca Pearce | — | — | — | | Former Executive Officers: | | | | | Deborah L. Clifford | 122,075 | 83,728 | 591,376 | | Elizabeth (Betsy) Rafael | — | — | — |

  124. Nonqualified Deferred Compensation for Fiscal Year 2025

    (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.

  125. 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 2025, 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.

  126. 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 ($) (5) (10) | Total shareholder return ($) (6) | Peer group total shareholder return ($) (7) | Net income ($ Millions) (8) | Total Revenue ($ Millions) (9) | | 2025 | 25,192,846 | 34,282,921 | 6,785,360 | 8,345,666 | 158.16 | 201.31 | 1,112 | 6,131 | | 2024 | 20,649,951 | 23,632,808 | 5,452,336 | 6,444,244 | 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 |

  127. Pay versus Performance

    _____________ (1) Our PEO was Andrew Anagnost for each of the fiscal years 2025, 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:

  128. Pay versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 25,192,846 | 20,649,951 | 17,600,752 | 22,095,521 | 15,756,363 | | Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year | 22,484,499 | 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 | 28,779,585 | 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 | 2,216,746 | 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 | 578,243 | (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 | 34,282,921 | 23,632,808 | 15,542,087 | 15,981,576 | 22,691,528 |

  129. 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.

  130. Pay versus Performance

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Janesh Moorjani | Deborah L. Clifford | Deborah L. Clifford | Deborah L. Clifford | Steven M. Blum | | Steven M. Blum | Steven M. Blum | Steven M. Blum | Steven M. Blum | Pascal W. Di Fronzo | | Ruth Ann Keene | Ruth Ann Keene | Ruth Ann Keene | Pascal W. Di Fronzo | R. Scott Herren | | Rebecca Pearce | Rebecca Pearce | Rebecca Pearce | — | Carmel Galvin | | Deborah L. Clifford | — | Pascal W. Di Fronzo | — | — | | Elizabeth (Betsy) Rafael | — | — | — | — |

  131. 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:

  132. Pay versus Performance

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 6,785,360 | 5,452,336 | 4,323,694 | 7,276,639 | 5,241,569 | | Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year | 5,481,611 | 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 (10) | 6,569,146 | 5,109,105 | 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 | 402,077 | 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 | 70,694 | — | — | 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 (11) | — | — | (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 (10) | 8,345,666 | 6,444,244 | 2,883,990 | 6,198,352 | 7,688,009 |

  133. 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) During the fiscal year ending January 31, 2025, the Company corrected an error in the fiscal 2024 non-PEO NEOs average fair value at fiscal year-end of outstanding and unvested stock awards granted in fiscal year. The corrected amount is $5,109,105, which is $259,006 more than the reported amount in the fiscal 2024 proxy statement. The corresponding corrected amount for fiscal 2024 average compensation actually paid to non-PEO NEOs is $6,444,244, which is $259,006 more than the reported amount in the fiscal 2024 proxy statement. (11) Reflects the value of the awards that Mr. Di Fronzo forfeited after his departure in fiscal year 2023.

  134. 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 2025 annual total compensation of our CEO was 25,192,846. The fiscal year 2025 annual total compensation of our median compensated employee was $143,780, and the ratio of these amounts was 175.2 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 2025. 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 2025 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.

  135. 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, 2025, and include all components of compensation, benefits, and perquisites payable under the Severance Plan and Executive Change in Control Program effective during the 2025 fiscal year and, 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, 2025, which was $311.34 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.

  136. Compensation of Directors

    Compensation of Directors During fiscal year 2025, our non-employee directors were eligible to receive the annual compensation set forth below:

  137. 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 |

  138. 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 2025. 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.

  139. Compensation of Directors

    | Non-Employee Director Annual Compensation Cycle July 16, 2024 Annual Stockholder Meeting - June 17, 2025 Annual Stockholder Meeting | | | | Director | % Annual Fees Elected to Convert to RSUs (June 22, 2023 - June 24, 2024) | % Annual Fees Elected to Convert to RSUs (July 16, 2024 - June 17, 2025) | | Stacy J. Smith | 100 | 100 | | Karen Blasing | 100 | 100 | | John T. Cahill | N/A | N/A | | Reid French | 100 | 100 | | Dr. Ayanna Howard | — | 100 | | Blake Irving | 100 | 100 | | Ram R. Krishnan | N/A | N/A | | Mary T. McDowell | 100 | 100 | | Stephen Milligan | 100 | 100 | | Lorrie M. Norrington | 100 | 100 | | Elizabeth (Betsy) Rafael | — | N/A | | Rami Rahim | — | 100 |

  140. Compensation of Directors

    During fiscal year 2025, 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”).

  141. 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 | | | | |

  142. 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 2025. Dr. Anagnost, who was an Autodesk employee during fiscal year 2025, did not receive additional compensation for his service as a director.

  143. Compensation of Directors

    | Current Directors | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (3) | Total ($) | | Stacy J. Smith | 150,000 | 280,049 | 430,049 | | Karen Blasing | 75,000 | 264,841 | 339,841 | | John T. Cahill | — | 143,780 | 143,780 | | Reid French | 88,472 | 267,577 | 356,049 | | Dr. Ayanna Howard | 75,000 | 257,936 | 332,936 | | Blake Irving | 75,000 | 264,841 | 339,841 | | Ram R. Krishnan | — | 143,780 | 143,780 | | Mary T. McDowell | 95,000 | 268,948 | 363,948 | | Stephen Milligan | 75,000 | 264,841 | 339,841 | | Lorrie M. Norrington | 85,000 | 266,895 | 351,895 | | Elizabeth (Betsy) Rafael (2) | 33,333 | 83,331 | 116,664 | | Rami Rahim | 75,000 | 257,936 | 332,936 |

  144. Compensation of Directors

    ______________ (1)Fees Earned or Paid in Cash reflects the dollar amounts of fees earned. As noted above, during fiscal year 2025, 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 2025 based on their elections. See footnote (b) for more information regarding the RSUs granted in lieu of cash.

  145. Compensation of Directors

    | Current Directors | Fees Actually Paid in Cash ($) | | Stacy J. Smith | — | | Karen Blasing | — | | John T. Cahill | — | | Reid French | — | | Dr. Ayanna Howard | 37,500 | | Blake Irving | — | | Ram R. Krishnan | — | | Mary T. McDowell | — | | Stephen Milligan | — | | Lorrie M. Norrington | — | | Elizabeth (Betsy) Rafael | 33,424 | | Rami Rahim | 37,500 |

  146. Compensation of Directors

    _____________ (2)The amounts in the table above reflects the compensation Ms. Rafael received as an independent director prior to being appointed as Interim CFO on May 31, 2024. (3)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 2025 in lieu of cash. The 20% represents the premium of $1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 6, 2025. 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 21, 2023, in lieu of cash foregone for the June 22, 2023, through June 24, 2024, Directors’ Compensation Cycle:

  147. 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 | | Elizabeth (Betsy) Rafael | — | — | — | — | | Rami Rahim | — | — | — | — |

  148. Compensation of Directors

    The following table shows the total amounts and fair values, as well as the 20% premium, of RSUs granted on July 16, 2024, in lieu of cash foregone for the July 16, 2024, through June 17, 2025, Directors’ Compensation Cycle:

  149. 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 | 709 | 119 | 179,958 | 30,205 | | Karen Blasing | 354 | 59 | 89,852 | 14,975 | | John T. Cahill | — | — | — | — | | Reid French | 472 | 79 | 119,803 | 20,052 | | Dr. Ayanna Howard | 354 | 59 | 89,852 | 14,975 | | Blake Irving | 354 | 59 | 89,852 | 14,975 | | Ram R. Krishnan | — | — | — | — | | Mary T. McDowell | 449 | 75 | 113,965 | 19,037 | | Stephen Milligan | 354 | 59 | 89,852 | 14,975 | | Lorrie M. Norrington | 401 | 67 | 101,782 | 17,006 | | Elizabeth (Betsy) Rafael | — | — | — | — | | Rami Rahim | 354 | 59 | 89,852 | 14,975 |

  150. Compensation of Directors

    The following tables show the total amounts and fair values of Subsequent Annual RSUs granted during fiscal year 2025.

  151. Compensation of Directors

    | | Restricted Stock Unit | | | | Current Directors | Grant Date(s) | Number of Shares (#) | Grant Date Fair Value of Stock Awards ($) | | Stacy J. Smith | 7/16/2024 | 984 | 249,759 | | Karen Blasing | 7/16/2024 | 984 | 249,759 | | John T. Cahill | 12/18/2024 | 491 | 143,780 | | Reid French | 7/16/2024 | 984 | 249,759 | | Dr. Ayanna Howard | 7/16/2024 | 984 | 249,759 | | Blake Irving | 7/16/2024 | 984 | 249,759 | | Ram R. Krishnan | 12/18/2024 | 491 | 143,780 | | Mary T. McDowell | 7/16/2024 | 984 | 249,759 | | Stephen Milligan | 7/16/2024 | 984 | 249,759 | | Lorrie M. Norrington | 7/16/2024 | 984 | 249,759 | | Elizabeth (Betsy) Rafael | 7/16/2024 | 984 | 249,759 | | Rami Rahim | 7/16/2024 | 984 | 249,759 |

  152. Compensation of Directors

    The aggregate number of each director’s RSUs outstanding at January 31, 2025, was:

  153. Compensation of Directors

    | Current Directors | Aggregate Number of Shares Underlying Outstanding Restricted Stock Units | | Stacy J. Smith | 1,693 | | Karen Blasing | 1,338 | | John T. Cahill | 491 | | Reid French | 1,456 | | Dr. Ayanna Howard | 1,338 | | Blake Irving | 1,338 | | Ram R. Krishnan | 491 | | Mary T. McDowell | 1,433 | | Stephen Milligan | 1,338 | | Lorrie M. Norrington | 1,385 | | Elizabeth (Betsy) Rafael | 984 | | Rami Rahim | 1,338 |

  154. 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, thirteen directors are authorized. Following the Annual Meeting, the authorized size of the Board will be set at 12 directors. As previously disclosed, on April 23, 2025, we entered into the Cooperation Agreement with Starboard Value, pursuant to which our Board has appointed Jeff Epstein and A. Christine (Christie) Simons to our Board, effective immediately following the conclusion of the Annual Meeting. Upon the recommendation of the Corporate Governance and Nominating Committee, the Board has nominated 10 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 10 nominees named below. Your proxy cannot be voted for more than 10 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.

  155. Proposal One: Election of Directors

    | Name | Age | Director Since | Principal Occupation | | Andrew Anagnost | 60 | 2017 | President and Chief Executive Officer, Board Director, Autodesk, Inc. | | Stacy J. Smith | 62 | 2011 | Executive Chairman, Kioxia Corporation | | Karen Blasing | 68 | 2018 | Former Chief Financial Officer, Guidewire Software, Inc. | | John T. Cahill | 67 | 2024 | Vice Chair of the Kraft Heinz Company; Former Chairman and CEO of Kraft Foods | | Reid French | 53 | 2017 | Former Chief Executive Officer, Applied Systems, Inc. | | Dr. Ayanna Howard | 53 | 2019 | Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics | | Blake Irving | 65 | 2019 | Former Chief Executive Officer, GoDaddy Inc. | | Ram R. Krishnan | 54 | 2024 | Executive Vice President and Chief Operating Officer, Emerson Electric Co. | | Stephen Milligan | 61 | 2018 | Former Chief Executive Officer, Western Digital Corporation | | Rami Rahim | 54 | 2022 | Chief Executive Officer of Juniper Networks, Inc. |