adsk-20230509

You are cordially invited to attend Autodesk’s 2023 Annual Meeting of Stockholders to be held on Wednesday, June 21, 2023, beginning at 3:00 p.m., Pacific Time. This year’s Annual Meeting will be held in a virtual format, through a live audio webcast. We will provide the webcast of the Annual Meeting at www.virtualshareholdermeeting.com/ADSK2023. Autodesk stockholders will have the opportunity to listen to the meeting live, submit questions, and vote online. A webcast with the entire Annual Meeting will be available on the Autodesk Investor Relations website after the meeting. For further information on how to participate in the meeting, please see the section titled “Information About the 2023 Annual Meeting of Stockholders” in this Proxy Statement.

Date

Wednesday, June 21, 2023

Time

3:00 p.m., Pacific Time

Virtual Meeting

This year’s meeting is a virtual stockholders meeting at www.virtualshareholdermeeting.com/ADSK2023.

Record Date

April 24, 2023. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Proxy Voting

Your vote is very important. Even if you plan to attend the Annual Meeting, we encourage you to vote in advance. You can vote your shares now via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form. If you attend the Annual Meeting, you may vote online during the Annual Meeting even if you previously voted.

Address of Corporate Headquarters

One Market Street, Suite #400, San Francisco, CA 94105

Meeting Details

See the section titled “Information About the 2023 Annual Meeting of Stockholders” in this Proxy Statement.

This proxy statement includes statements regarding future plans, expectations, beliefs, intentions and prospects that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may appear throughout this proxy statement. The words “will,” “expects,” “could,” “would,” “may,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “targets,” “estimates,” “looks for,” “looks to,” “continues” and similar expressions, as well as statements regarding our focus for the future, are generally intended to identify forward-looking statements. Each of the forward-looking statements we make in this proxy statement involves risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the section titled “Risk Factors” of our Forms 10-K and 10-Q. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this proxy statement, except as required by law.

Fiscal Year 2023 Strategic Priorities and Performance Highlights

Autodesk empowers innovators to achieve the new possible, delivering technology that enables our customers to achieve better outcomes for their products, their businesses, and the world. In fiscal year 2023, we delivered record revenue, cash flow from operating activities, and free cash flow.

We achieved strong financial and competitive performance in fiscal 2023 despite macroeconomic, policy, geopolitical and pandemic related headwinds. Several factors contributed to our performance, including robust renewal rates, strong growth in subscriptions, rapidly expanding digital sales with the approaching transition from up-front to annual billings for multi-year contracts, and a large renewal cohort which provided an additional tailwind to billings and free cash flow.

Enduring strengths underpinned our results. Resilience was derived from our subscription business model and geographic, product, and customer diversification. Cloud-based platforms and services represent an expanding market opportunity as customers adopt our next-generation technology and services to enable transformation within and between the industries we serve. Finally, disciplined and focused capital deployment through the economic cycle enables Autodesk to remain sufficiently well invested to realize the significant benefits of its strategy while mitigating the risk of having to make expensive catch-up investments in the future.

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

We can see the fruits of that opportunity already. We signed our largest-ever Enterprise Business Agreement (“EBA”) in the fourth quarter of fiscal 2023, encompassing more personas and connecting more workflows in the cloud to drive efficiency and sustainability.

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

TOTAL REVENUE

INCOME FROM OPERATIONS

NON-GAAP INCOME FROM OPERATIONS (1)

14% from fiscal year 2022

60% from fiscal year 2022

28% from fiscal year 2022

$5.01B

$989M

$1.79B

CASH FLOW FROM OPERATING ACTIVITIES

FREE CASH FLOW (1)

5-Y TOTAL
SHAREHOLDER RETURN

35% from fiscal year 2022

37% from fiscal year 2022

86% from fiscal year 2018

$2.07B

$2.03B

86%

_________________

(1) A reconciliation of GAAP to non-GAAP results is provided in Appendix A.

Corporate Governance Highlights

Our Board of Directors and Governance

We believe that by staying true to our values, investing in our broader community, and focusing relentlessly on the outcomes we seek, we will fulfill our vision of a better world, designed and made for all. One of the key components to achieving our goal is the adoption of strong governance practices, informed by conversations with and participation from our stockholders.

Having a highly qualified and independent Board that is well suited to continue providing effective oversight of our rapidly evolving business is crucial to our achievement of long-term success. Our Board believes that having a diverse mix of directors with complementary qualifications, expertise, and attributes is essential to meeting its oversight responsibility. Our director nominees provide our Board with a balance of relevant critical skills and an effective mix of experience, knowledge, and diverse viewpoints. Of our 11 Board nominees, 10 are independent. Having an independent Board is a key component of our governance strategy.

Our Board is committed to ensuring that stockholder feedback informs our strong governance practices. In fiscal year 2023, members of our management team and, in certain instances, independent members of our Board continued our regular outreach and contacted stockholders representing approximately 51% of our outstanding shares and provided stockholder feedback to the Board.

Our Director Nominees

The following table provides summary information about each of our director nominees. Each director is elected annually by a majority of votes cast. Each of our directors, other than Dr. Anagnost, our Chief Executive Officer, is an “independent director” within the meaning of applicable Nasdaq Global Select Market (“NASDAQ”) listing standards.

Name

Age

Director Since

Principal Occupation

Independent

Committees

CHRC

CGNC

Andrew Anagnost

2017

President and Chief Executive Officer, Autodesk, Inc.

Stacy J. Smith

2011

Executive Chairman, Kioxia Corporation

Karen Blasing

2018

Former Chief Financial Officer,
Guidewire Software, Inc.

Reid French

2017

Former Chief Executive Officer,
Applied Systems, Inc.

Dr. Ayanna Howard

2019

Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics

Blake Irving

2019

Former Chief Executive Officer,
GoDaddy Inc.

Mary T. McDowell

2010

Former Chief Executive Officer,
Mitel Networks Corporation

Stephen Milligan

2018

Former Chief Executive Officer,
Western Digital Corporation

Lorrie M. Norrington

2011

Adviser and Operating Partner,
Lead Edge Capital Management, LLC

Elizabeth (Betsy) Rafael

2013

Former Chief Transformation Officer, GoDaddy Inc.

Rami Rahim

2022

Chief Executive Officer, Juniper Networks, Inc.

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

AC Audit Committee

CHRC Compensation and Human Resources Committee

CGNC Corporate Governance and Nominating Committee

Corporate Governance Guidelines

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

Executive Compensation Highlights

Compensation Guiding Principles

The Compensation Committee believes that Autodesk’s executive compensation program should be designed to attract, motivate, and retain talented executives and should provide a rigorous framework that is tied to stockholder returns, company performance, long-term strategic corporate goals, and individual performance. The general compensation objectives are to:

•Recruit and retain the highest caliber of executives through competitive rewards;

•Motivate executive officers to achieve business and financial goals;

•Balance rewards for short- and long-term performance; and

•Align rewards with stockholder value creation.

Within this framework, the total compensation for each executive officer varies based on multiple dimensions:

•Whether Autodesk achieves its short-term and long-term financial and non-financial objectives;

•Autodesk’s TSR relative to companies in the North American Technology Software Index;

•The specific role and responsibilities of the officer;

•Each individual officer’s skills, competency, contributions, and performance;

•Internal pay alignment considerations; and

•Retention considerations.

Leading Compensation Governance Practices

Autodesk’s executive compensation objectives are supported by policies and strong governance practices that align executives’ interests with the interests of our stockholders. Some of the program’s most notable features are highlighted in the table below and summarized in the section titled “Compensation Discussion and Analysis.”

What We Do

What We Do Not Do

Engage in robust stockholder outreach

Allow hedging, pledging, or trading in Autodesk derivative securities

Tie a significant percentage of NEO total pay to achievement of critical financial and stockholder value creation

Reprice stock options

Employ maximum payouts on performance-based cash and equity incentive compensation

Offer executive benefits and excessive perquisites

Require significant stock ownership requirements

Use fixed-term employment agreements

Include a clawback policy in incentive programs

Provide double-trigger change in control arrangements with no excise tax gross-up

Ensure effective risk management

Rely on an independent compensation committee and engage an independent compensation consultant

Our Board receives updates from management on our environmental, social, and governance initiatives and values feedback from our stockholders on these efforts. In fiscal year 2023, members of our management team, and in certain instances independent members of our Board, engaged with stockholders owning approximately 51% of our outstanding shares, and met with many of our top investors to discuss topics including strategy, our executive and employee compensation programs, workforce diversity, board composition, and a broad range of ESG issues, including Autodesk’s efforts to reduce greenhouse gas emissions associated with the industries we serve. Our directors also engage with our employees in various ways throughout the year, developing direct relationships below the executive management level. For example, members of our Board attend Autodesk’s annual leadership meetings, participate in fireside chats with employees, and visit our technology centers and other facilities.

Our commitment to diversity extends across all levels of our company, including our senior leadership. The addition of our new Chief People Officer and Chief Legal Officer in 2022 further expanded the diversity of our senior leadership. Today, sixty percent of both our Section 16 officers and larger executive leadership team identify as female. We emphasized the importance of diversity, including diversity of gender, ethnicity, background, skills and experience, throughout the recruiting process. We also applied more flexibility around certain parameters, such as geography and work experience, to widen the pool of potential candidates.

Autodesk is committed to helping students gain the in-demand skills and certifications needed to demonstrate they are prepared for current and emerging roles in the industries we serve. We offer free educational licenses of Autodesk’s complete portfolio of professional software to verified students, educators, and accredited educational institutions worldwide. Additionally, we offer self-paced, modular learning and curriculum for K-12, post-secondary students, and educators. We intend to make Autodesk software the preferred choice for those poised to become the next generation of design, engineering, and construction professionals.

In addressing the global challenges posed by climate change, we make it possible for our customers to innovate and respond to associated changes in regulation, building code, physical climate parameters, and other climate-related developments. This effort can directly and indirectly create more demand for existing and new Autodesk products and services in the short and long-term. Furthermore, our leadership is committed to taking climate action and that commitment goes hand in hand with our values and reputation in the marketplace. Our FY23 Enterprise Risk Management process considered how climate impacts could affect and potentially amplify the overall significance of each identified risk and opportunity.

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


ü	10 out of 11 Director Nominees are Independent	ü	Annual Election of Directors and Majority Voting
ü	Separate Chair and CEO	ü	All our Committee Chairs are women
ü	Limit on Outside Directorships	ü	Proxy Access Right on Market Terms
ü	Annual Board and Committee Self-Evaluations, periodically using a third-party facilitator	ü	55% of Director Nominees are Diverse (including Gender, Sexual Orientation, and Ethnicity)
ü	Director orientation and continuing education and strategy programs for directors	ü	Stockholder Engagement with Holders of Approximately 51% of Our Outstanding Shares in Fiscal Year 2023
ü	Regular Executive Sessions of Independent Directors at quarterly Board and Committee meetings	ü	Stock Ownership Policy for Directors and Executive Officers

Skills, Experience and Knowledge of Director Nominees

Technology

Nominees with experience in the software and technology industries help us to analyze our research and development efforts, competing technologies, the various products and processes that we develop, and the industries in which we compete, and also help us evaluate our cybersecurity threats.

Leadership

Nominees who have served in senior leadership positions enhance our Board’s ability to identify and develop those qualities in management. They also bring a practical understanding of organizations, processes, strategy, risk management, and methods to drive change and growth.

Financial

Nominees who have knowledge of financial markets, financing operations, and accounting and financial reporting processes assist us in understanding, advising, and overseeing our capital structure, financing and investing activities, and our financial reporting and internal controls.

Global
Business

As a global organization with offices and customers located throughout the United States and internationally, nominees with global expertise bring useful business and cultural perspectives that relate to many significant aspects of our business.

Public Company Board Service

Nominees who have served on other public company boards offer advice and insights on the dynamics and operation of a board of directors, the relations of a board with senior management, and oversight of a changing mix of strategic, operational, and compliance-related matters.

M&A and Strategy

Nominees who have experience of leading corporate growth through acquisitions and other business transactions, bring the ability to assess potential targets, analyze the fit of a target with our strategy and culture, accurately value the targets and transactions, and evaluate operational integration plans.

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


ü			10 out of 11 Director Nominees are Independent - We are committed to maintaining a substantial majority of directors who are independent of the Company and management. Except for our CEO, Andrew Anagnost, all director nominees are independent.
ü			We are committed to board refreshment. We aim to strike a balance between retaining directors with deep knowledge of Autodesk and adding directors with a fresh perspective. We regularly assess the balance of skills on our Board to ensure we have a diverse mix of perspectives to support our strategy. The average tenure for our director nominees is 6.8 years.
ü			At each quarterly Board meeting, time is set aside for the independent directors to meet in executive session without management present. Additional executive sessions are held as needed.
ü			Separate CEO and Chair. Our Chair has a clearly defined set of responsibilities, significant authority, and provides independent Board leadership.


			Andrew Anagnost
			President and Chief Executive Officer
			Age: 58 \| Director since 2017

Dr. Anagnost joined Autodesk in September 1997 and has served as President and Chief Executive Officer since June 2017. Dr. Anagnost served as Co-CEO from February 2017 to June 2017, Chief Marketing Officer from December 2016 to June 2017, and Senior Vice President, Business Strategy & Marketing, from March 2012 to June 2017. From December 2009 to March 2012, Dr. Anagnost was our Vice President, Product Suites and Web Services. Prior to this position, Dr. Anagnost served as Vice President of CAD/CAE products for our manufacturing division from March 2007 to December 2009. Previously, Dr. Anagnost held other senior management positions at Autodesk. Prior to joining Autodesk, Dr. Anagnost held various engineering, sales, marketing, and product management positions at Lockheed Aeronautical Systems Company and EXA Corporation. He also served as an NRC post-doctoral fellow at NASA Ames Research Center. Dr. Anagnost holds a bachelor of science degree in Mechanical Engineering from California State University, Northridge, and holds both an MS in Engineering Science and a PhD in Aeronautical Engineering and Computer Science from Stanford University. Qualifications and Contributions Dr. Anagnost brings to the Board extensive experience in the technology industry, and has spent two decades in management roles within Autodesk. As our President and Chief Executive Officer, Dr. Anagnost possesses a deep knowledge and understanding of Autodesk’s business, operations, and employees; the opportunities and risks we face; and management’s strategy and plans for accomplishing Autodesk’s goals. Pursuant to Dr. Anagnost’s employment agreement, Autodesk has agreed to nominate Dr. Anagnost to serve as a member of the Board for as long as he is employed by Autodesk as CEO.


			Stacy J. Smith
			Non-Executive Chair of the Board of Directors
			Age: 60 \| Director since 2011 \| Independent
			Autodesk Committees: Corporate Governance and Nominating


Mr. Smith is the non-executive Chair of the Board of Directors. Mr. Smith currently serves as the executive chairman of Kioxia Corporation (formerly Toshiba Memory Corporation), a leading flash memory company. Mr. Smith previously served as Group President of Sales, Manufacturing and Operations at Intel Corporation from February 2017 to January 2018. He served as the Executive Vice President, Manufacturing, Operations and Sales of Intel Corporation from October 2016 to February 2017. From November 2012 to October 2016, he served as Executive Vice President, Chief Financial Officer. Previously, Mr. Smith served as Senior Vice President, Chief Financial Officer from January 2010 to November 2012; Vice President, Chief Financial Officer from 2007 to 2010; and Vice President, Assistant Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Smith served as Vice President, Finance and Enterprise Services and Chief Information Officer. Mr. Smith joined Intel in 1988. Mr. Smith has served on the board of directors of Kioxia Corporation since October 2018, and joined the board of Wolfspeed, Inc. in January 2023. Mr. Smith also serves on The California Chapter of The Nature Conservancy Board of Trustees and the University of Texas McCombs School of Business Advisory Board. Mr. Smith previously served on the boards of directors of Metromile, Inc., from July 2018 to February 2021, Virgin America from February 2014 until it was acquired by Alaska Air Group in December 2016, and Gevo, Inc. from June 2010 to June 2014. Qualifications and Contributions Mr. Smith is independent and his more than two decades of experience in the technology industry provide him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His management positions with Intel, including his finance and executive roles, and his time spent overseas, provide him with critical insight into the operational requirements of a global company and the management and consensus-building skills required to lead our Board as non-executive Chair and to serve on our Corporate Governance and Nominating Committee.


			Karen Blasing
			Age: 66 \| Director since 2018 \| Independent
			Autodesk Committees: Audit

Ms. Blasing has over 25 years of executive operational and financial leadership experience in the technology industry. Ms. Blasing served as the Chief Financial Officer of Guidewire Software, Inc., an insurance software company, from 2009 to March 2015. Prior to Guidewire, Ms. Blasing served as the Chief Financial Officer for Force 10 Networks and Senior Vice President of Finance for salesforce.com, Inc. Ms. Blasing also served as Chief Financial Officer for Nuance Communications, Inc. and Counterpane Internet Security, Inc., and held senior finance roles for Informix (now IBM Informix) and Oracle Corporation. Ms. Blasing has also served on the boards of directors of Zscaler, Inc. since January 2017 and GitLab, Inc., since August 2019. Ms. Blasing previously served on the board of directors of Ellie Mae, Inc., from June 2015 to May 2019. Qualifications and Contributions Ms. Blasing is independent and has more than 25 years of executive operational and financial experience in the technology industry. Ms. Blasing’s experience at Guidewire Software, Force 10 Networks, salesforce.com, and Nuance Communications provides her with a strong understanding of Autodesk’s business and international operational challenges. Her experience as a chief financial officer provides her with the financial acumen necessary to serve on our Audit Committee.


			Reid French
			Age: 51 \| Director since 2017 \| Independent
			Autodesk Committees: Compensation and Human Resources

Mr. French has over 20 years of executive leadership experience in the software industry. Mr. French served as Chief Executive Officer of Applied Systems, Inc., a leading cloud software provider to the insurance industry, from September 2011 to June 2019, and as a member of its Board of Directors from September 2011 to January 2020. Previously, Mr. French was Chief Operating Officer at Intergraph Corporation, a global geospatial and computer-aided design software company, from April 2005 until October 2010, when Intergraph was acquired by Hexagon AB. From October 2003 to April 2005, Mr. French was Executive Vice President of Strategic Planning and Corporate Development at Intergraph. Mr. French holds a bachelor’s degree in economics from Davidson College, where he serves on the College’s board of trustees. He also holds an M.B.A. from the Harvard Business School. He sits on the board of directors of Anthology, Inc., Verint, Systems and NetDocuments Software, Inc. Qualifications and Contributions Mr. French is independent and his executive operational and strategic leadership experience in the technology industry provide him with a deep understanding of Autodesk’s technology and business. Mr. French’s years of service as an executive officer and his service on the board of directors of Applied Systems provide him with the executive compensation knowledge necessary to serve on our Compensation and Human Resources Committee.


			Dr. Ayanna Howard
			Age: 51 \| Director since 2019 \| Independent
			Autodesk Committees: Audit

Dr. Howard is an entrepreneur and expert in robotics, human-computer interaction, and artificial intelligence. Since March 2021, Dr. Howard has served as Dean of the College of Engineering at The Ohio State University. She is also a tenured professor in the college’s Department of Electrical and Computer Engineering with a joint appointment in Computer Science and Engineering. In addition, Dr. Howard is the Founder and Chief Technology Officer of Zyrobotics, a startup that designs AI-powered STEM tools for early childhood education. Dr. Howard previously served as the Linda J. and Mark C. Smith Professor, School of Electrical & Computer Engineering, at Georgia Institute of Technology from August 2015 to February 2021, and Chair of the School of Interactive Computing at Georgia Tech from January 2018 to February 2021. Prior to Georgia Tech, Dr. Howard served as Senior Robotics Researcher and Deputy Manager in the Office of the Chief Scientist with NASA’s Jet Propulsion Laboratory. Dr. Howard serves on the board of Motorola Solutions, Inc. and serves on the advisory boards for numerous robotics and AI-based organizations. Dr. Howard holds a degree from Brown University, an M.S. and Ph.D. in Electrical Engineering from the University of Southern California, as well as an M.B.A. from the Drucker Graduate School of Management. Qualifications and Contributions Dr. Howard is independent and her executive, operational, academic, and strategic leadership experience in the technology industry provide her with a deep understanding of Autodesk’s technology and business. Her experience as an entrepreneur and founder and her business degree provide her with the financial acumen necessary to serve on our Audit Committee.


			Blake Irving
			Age: 63 \| Director since 2019 \| Independent
			Autodesk Committees: Corporate Governance and Nominating

Mr. Irving has over 25 years of executive leadership experience in the technology industry. Mr. Irving served as the Chief Executive Officer of GoDaddy Inc., an Internet domain registrar and web hosting company, from January 2013 to January 2018, and served on the board of directors of GoDaddy from May 2014 to June 2018. From 2010 to 2012, Mr. Irving served as Chief Product Officer of Yahoo! Inc. From 2009 to 2010, Mr. Irving was a Professor in the M.B.A. program at Pepperdine University. From 1992 to 2007, Mr. Irving served in various senior and management roles at Microsoft Corporation, including most recently as Corporate Vice President of Windows Live Platform Group. Mr. Irving has served on the boards of directors of DocuSign, Inc., since August 2018, ZipRecruiter, Inc., since November 2018, and Flowhub, LLC, since January 2020. Qualifications and Contributions Mr. Irving is independent and has more than 25 years of executive operational and strategic leadership experience in the technology industry. Mr. Irving’s experience at GoDaddy, Yahoo!, and Microsoft provides him with a strong understanding of Autodesk’s industry, business, and international operational challenges, and with the executive compensation knowledge necessary to serve on our Corporate Governance and Nominating Committee.


			Mary T. McDowell
			Age: 58 \| Director since 2010 \| Independent
			Autodesk Committees: Compensation and Human Resources (Chair)

Ms. McDowell served as the President and Chief Executive Officer of Mitel Networks Corporation, a telecommunications company, from October 2019 to November 2021 and transitioned to serve as Board Chair until November 2022. Previously, Ms. McDowell served as the Chief Executive Officer and member of the board of directors at Polycom, Inc., from September 2016 to July 2018, when the company was acquired by Plantronics, Inc. Prior to Polycom, Ms. McDowell was an Executive Partner at Siris Capital, LLC. She served as Executive Vice President in charge of Nokia’s Mobile Phone unit from July 2010 to July 2012 and as Executive Vice President and Chief Development Officer of Nokia Corporation from January 2008 to July 2010. Previously, Ms. McDowell served as Executive Vice President and General Manager of Enterprise Solutions of Nokia from January 2004 to December 2007. Prior to joining Nokia in 2004, Ms. McDowell spent 17 years in various executive, managerial, and other positions at Compaq Computer Corporation and Hewlett-Packard Company, including serving as Senior Vice President, Industry-Standard Servers of Hewlett-Packard. Ms. McDowell has served as lead director of Informa plc since November 2021, having served as a director of Informa plc since June 2018. Ms. McDowell previously served as Board Chair of Mitel Networks Corporation from November 2021 to November 2022, and as a director of UBM plc from August 2014 to June 2018, and as a director of Bazaarvoice, Inc., from December 2014 to October 2016, and as compensation committee chair of Bazaarvoice, Inc., from 2015 – 2016. Qualifications and Contributions Ms. McDowell is independent and brings to our Board extensive management experience in the technology industry. Her two and a half decades of experience working for global technology companies focused on innovation and collaboration provide her with a firm understanding of Autodesk’s core mission, business, and technology. Her years of service as an executive officer at Polycom, Nokia, and other technology companies, including Hewlett-Packard, provide her with the executive compensation knowledge necessary to serve as Chair of our Compensation and Human Resources Committee.


			Stephen Milligan
			Age: 59 \| Director since 2018 \| Independent
			Autodesk Committees: Audit

Mr. Milligan served as Chief Executive Officer of Western Digital Corporation, a data storage company, from January 2013 to March 2020, and as its president from March 2012 to October 2015. Previously, Mr. Milligan served as the Chief Financial Officer of Hitachi Global Storage Technologies (“HGST”) from 2007 to 2009, and as HGST’s Chief Executive Officer from 2009 to 2012, when Western Digital acquired HGST. From January 2004 to September 2007, Mr. Milligan served as Western Digital’s Chief Financial Officer after serving in other senior finance roles at Western Digital from September 2002 to January 2004. From April 1997 to September 2002, he held various financial and accounting roles of increasing responsibility at Dell Inc. and was employed at Price Waterhouse for 12 years prior to joining Dell. Mr. Milligan holds a Bachelor of Science degree in Accounting from The Ohio State University. Mr. Milligan has served on the board of directors of Ross Stores, Inc., since January 2015, and served on the board of directors of Western Digital Corporation from January 2013 to May 2020. Qualifications and Contributions Mr. Milligan is independent and has over 30 years of executive operational and financial leadership experience in the technology industry. Mr. Milligan’s experience at Western Digital and HGST, including his finance and executive roles, provides him with a strong understanding of Autodesk’s industry, business, and international operational challenges. His experience as a CFO and CEO provides him with the financial acumen necessary to serve on our Audit Committee.


			Lorrie M. Norrington
			Age: 63 \| Director since 2011 \| Independent
			Autodesk Committees: Corporate Governance and Nominating (Chair)

Ms. Norrington has over 40 years of operating experience in technology, software, and internet businesses. She currently serves as an adviser and in an Operating Partner capacity for Lead Edge Capital, a growth equity firm that partners with world-class entrepreneurs and exceptional technology businesses. Ms. Norrington was President of eBay Marketplaces from July 2008 to September 2010 and held a number of senior management roles at eBay from July 2006 to June 2008. Prior to joining eBay, Ms. Norrington was President and CEO of Shopping.com, Inc., from June 2005 to July 2006. Prior to joining Shopping.com, Ms. Norrington served, from August 2001 to January 2005, initially as Executive Vice President of Small Business and later in the office of the CEO, at Intuit Inc. Before Intuit, Ms. Norrington served in a variety of executive positions at General Electric Corporation over a 20-year period, working in a broad range of industries and businesses. Ms. Norrington has served on the boards of directors of Asana, Inc., since September 2019, Colgate-Palmolive since September 2015, and HubSpot since September 2013. Previously, she served on the boards of directors of Eventbrite, Inc., from April 2015 to August 2020, BigCommerce from March 2015 to January 2020, DIRECTV from February 2011 until it was acquired by AT&T in July 2015, Lucasfilm from June 2011 until it was acquired by Disney in December 2012, McAfee, Inc,. from December 2009 until it was acquired by Intel in February 2011, and Shopping.com from November 2004 until it was acquired by eBay in August 2005. Qualifications and Contributions Ms. Norrington is independent, has extensive experience in online commerce SaaS, and valuable management experience in the technology and manufacturing industries. Her four decades of building businesses and adapting to and capitalizing on rapid technological advancement provide Ms. Norrington with a unique perspective. Her executive and board experiences have provided her with the corporate governance skills required to serve on our Board and as Chair of our Corporate Governance and Nominating Committee.


			Betsy Rafael
			Age: 61 \| Director since 2013 \| Independent
			Autodesk Committees: Audit (Chair)

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


			Rami Rahim
			Age: 52 \| Director since 2022 \| Independent
			Autodesk Committees: Compensation and Human Resources

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

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

The office of our Corporate Secretary coordinates annual stockholder engagement with our Investor Relations team and provides a summary of all relevant feedback to our Board. During fiscal year 2023, members of our management team and, in certain instances, independent members of our Board continued our regular outreach and contacted stockholders representing approximately 51% of Autodesk shares, and provided stockholder feedback to the Board. In addition, throughout the year our Investor Relations team engages with our stockholders, frequently along with Debbie Clifford, our CFO, and in certain instances, Stacy Smith, our Chair.

Each year, and before a new director is appointed, the Board must affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as a director. Annually, each director also completes a detailed questionnaire that provides information about relationships that might affect the determination of independence. Autodesk management provides the Corporate Governance and Nominating Committee and the Board with the relevant information from the questionnaires along with known facts and circumstances of any relationship bearing on the independence of a director or nominee. The Corporate Governance and Nominating Committee then completes an assessment of each director considering all known relevant facts and circumstances concerning any relationship bearing on the independence of a director or nominee. This process includes evaluating whether any identified relationship otherwise adversely affects a director’s independence and affirmatively determining that the director has no material relationship with Autodesk, another director, or as a partner, stockholder, or officer of an organization that has a relationship with Autodesk. As part of its annual review process, our Corporate Governance and Nominating Committee also considers a director’s tenure.

As required by the Nasdaq listing standards, a majority of the members of our Board qualify as “independent.” The Board has determined that, with the exception of Dr. Anagnost, our President and CEO, all of its members are “independent directors” as that term is defined by applicable Nasdaq listing standards. That definition includes a series of objective tests, including that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, as further required by applicable Nasdaq listing standards, the Board has made a subjective determination as to each independent director that no relationships exist that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The current members of the Compensation and Human Resources Committee are Mary T. McDowell, Reid French and Rami Rahim. Blake Irving also served on the Compensation and Human Resources Committee during fiscal year 2023. No director who served as a member of the Compensation and Human Resources Committee during fiscal year 2023 is or was formerly an officer or employee of Autodesk or any of its subsidiaries. No interlocking relationship existed between any director who served as a member of the Compensation and Human Resources Committee during fiscal year 2023 and the compensation committee of any other company, nor has any such interlocking relationship existed in the past.

Our Audit Committee has established a written policy and procedures for review and approval of related-party transactions. Autodesk’s Related Party Transactions Policy states that all transactions between Autodesk and its wholly owned subsidiaries and any of its directors, executive officers, nominees for director or owners of 5% or more of our stock, or their immediate family members, where the amount involved exceeds $120,000, require the approval of both our Chief Financial Officer and the Audit Committee. If a related-party transaction subject to review involves directly or indirectly a member of the Audit Committee or the Chief Financial Officer (or one of their immediate family members), such Audit Committee member or Chief Financial Officer will recuse him or herself from the review. The Chief Financial Officer and the Audit Committee shall approve or ratify only those transactions that are deemed to be not inconsistent with the best interests of the Company as a whole. Non-routine transactions with vendors and suppliers of Autodesk and its wholly-owned subsidiaries require the prior written approval of the Chief Accounting Officer.

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

The Corporate Governance and Nominating Committee recommends to the Board candidates for election and membership criteria for Board nominations. As part of this process, the Corporate Governance and Nominating Committee works with the Board to determine the skills, characteristics, and experiences desired for potential candidates, taking into account the current composition and size of the Board and recent Board, committee, and individual director evaluations, among other considerations. The Corporate Governance and Nominating Committee retains any search firm involved in identifying potential candidates and approves their fees.

This Proxy Statement includes a table summarizing the key qualifications, skills, and attributes currently most relevant to the decision to nominate candidates to serve on the Board. As the Board strives to maintain a diverse set of skills and attributes, it also expects that each member will be able to understand and contribute meaningfully to the oversight of the range of material business, risk, and regulatory issues the Company faces. Management’s responsibility includes educating and communicating to the Board in a way that enables effective oversight of this broad set of issues. When searching for new directors, the Board endeavors to actively seek out highly qualified women and individuals from underrepresented communities to include in the pool from which nominees are chosen. We aim to create a Board with diverse experiences and backgrounds to provide our complex, global company with thoughtful and engaged oversight. The Corporate Governance and Nominating Committee assesses the effectiveness of its diversity efforts through periodic evaluations of the Board’s composition.

In addition, our Bylaws provide for proxy access nominations of director candidates by eligible stockholders. Stockholders who wish to nominate directors for inclusion in our proxy materials or directly at an annual meeting of stockholders in accordance with the procedures in our Bylaws should follow the instructions under “Questions and Answers About the 2023 Annual Meeting of Stockholders and Procedural Matters.” Appropriately nominated proxy access candidates or candidates who comply with both our Bylaws and the U.S. Securities and Exchange Commission (“SEC”) Rule 14a-19 will be included in the proxy statement and ballot.

In addition, we have had a longstanding Code of Business Conduct for our directors and employees as well as a Code of Ethics for Senior Executive and Financial Officers, including our principal executive officer, principal financial officer, principal accounting officer, all senior vice presidents, and all individuals reporting to our principal financial officer, to ensure that our business is conducted in a consistently legal and ethical manner. These codes are reviewed periodically and updated as appropriate. Our current Code of Business Conduct and Code of Ethics for Senior Executive and Financial Officers are available on our website at https://investors.autodesk.com/corporate-governance/highlights. We will post in the Investor Relations section of our website any amendment to our Code of Business Conduct or Code of Ethics for Senior Executive and Financial Officers, as well as any waivers of these Codes that are required to be disclosed by the rules of the SEC or the Nasdaq.

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

The Board is committed to a robust and constructive evaluation process as an essential part of good corporate governance and Board effectiveness. The Corporate Governance and Nominating Committee annually evaluates the performance of the Board. In fiscal year 2023, this evaluation process included using the services of third-party corporate governance experts to assist with the evaluation questionnaires. The results were reported to and discussed with the Board. The report includes an assessment of the Board’s compliance with certain principles found in the Corporate Governance Guidelines and identifies areas in which the Board could enhance its performance.


Fiscal Year 2023 Executive Incentive Plan Results; or Bonus to Equity Exchange Program Results			All NEOs elected to receive Performance Share Units (“PSUs”) in lieu of cash-based Executive Incentive Plan (“EIP”) award in fiscal year 2023. Consistent with our fiscal year 2023 financial results, the Committee determined that, based on attainment of the performance metrics for Autodesk’s 2023 EIP, the PSUs would vest at 94.9% for our CEO and other NEOs at the end of fiscal year 2023.
Performance Share Unit Results			For each award, the Committee measured performance based on Autodesk’s achievement of 96.1% of the total revenue and free cash flow targets established for fiscal year 2023 and relative total stockholder return (“TSR”) over one-, two-, and three-year performance periods, respectively. The Committee certified the attainment levels for performance measures for tranches of PSUs awarded in April 2022, April 2021, and April 2020.

Our executive compensation program emphasizes variable compensation with both annual and long-term performance components. In fiscal year 2023, our CEO elected to forego his annual cash incentive award and receive performance share units instead, as eligible under the Bonus to Equity Exchange Program. As a result, 59% of our CEO’s total compensation in fiscal year 2023 consisted of performance-based equity awards. In total 95% of our CEO’s compensation was variable and linked to our financial and stock performance. In fiscal year 2023, our other NEOs also elected to participate in the bonus to equity exchange program. As a result, 57% of other NEOs’ total compensation in fiscal year 2023 consisted of performance-based equity awards. In total 90% of other NEOs’ total compensation was variable in nature and “at risk”. Our incentive programs reward strong annual financial and operational performance, as well as relative TSR over one-, two-, and three-year performance periods. The charts below illustrate the fiscal year 2023 pay mix between base salary and targeted short- and long-term equity compensation for our CEO and all other NEOs.

Additionally, to drive the achievement of our key strategic Environmental, Social, and Governance (“ESG”) priorities around diversity, inclusion, belonging, environmental sustainability, and philanthropy, our executive compensation program allows for the CEO to recommend to the Committee adjustments to awards for the other NEOs based on ESG performance. Given that long-term incentive awards are the largest component of NEO compensation, ESG adjustments will generally focus on equity grants. The Committee will take into account the CEO’s recommendations when determining the final awards for the other NEOs, and will also consider the overall company progress and outcomes on ESG when it determines long-term incentive awards for the CEO.

and in some cases our independent Chair, met with representatives from active and passive funds to discuss strategy, our executive and employee compensation programs, workforce diversity, board composition and skill sets, sustainability, and a broad range of other ESG issues. This outreach enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base. Based on these discussions, the Committee found that our stockholders continued to be supportive of our executive compensation programs and the alignment between executive pay and Autodesk’s performance. Additionally, our stockholders did not request any pay related changes, which supported our decision to maintain the overall design of our executive compensation program.

What We Do

What We Do Not Do

Engage in robust stockholder outreach

Allow hedging, pledging, or trading in Autodesk derivative securities

Tie a significant percentage of NEO total pay to achievement of critical financial and stockholder value creation

Reprice stock options

Employ maximum payouts on performance-based cash and equity incentive compensation

Offer executive benefits and excessive perquisites

Require significant stock ownership requirements

Use fixed-term employment agreements

Include a clawback policy in incentive programs

Provide double-trigger change in control arrangements with no excise tax gross-up

Ensure effective risk management

Rely on an independent compensation committee and engage an independent compensation consultant

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

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

The Committee retained Exequity LLP as its compensation adviser for fiscal year 2023. Exequity provided advice and recommendations on a number of issues, including total compensation philosophy; program design, including program goals, components, and metrics; peer data; compensation trends in the technology sector and general market for senior executives; separation plans; the compensation of our CEO and our other executive officers; and disclosure of our executive pay programs. The Committee has considered the independence of Exequity in light of Nasdaq's listing standards for compensation committee independence and the rules of the SEC, and requested and received a written confirmation from Exequity addressing the independence of the firm and its senior advisers working with the Committee. The Committee discussed these considerations and concluded that the work performed by Exequity did not raise any conflict of interest.

The compensation peer group is selected based upon multiple criteria, including industry positioning, competition for talent, revenue, market capitalization, financial results, and geographic footprint. The Committee reviews the compensation peer group each year to ensure that the comparisons remain meaningful and relevant. Based on the Committee’s review in September 2021, Nuance Communications, Inc., was removed from the compensation peer group as it was acquired by Microsoft. DocuSign, Inc. and Fortinet, Inc., were added to the peer group based on the criteria described above. The fiscal year 2023 compensation peer group consisted of the following companies:


Company	Revenue for the Most Recent Completed Fiscal Year (in billions)	Market Capitalization as of 1/31/2023 (in billions)
Adobe Inc.	17.61	171.10
Akamai Technologies, Inc.	3.62	13.92
ANSYS, Inc.	2.07	23.16
Block, Inc. (formerly Square, Inc.)	17.53	49.04
Cadence Design Systems, Inc.	3.56	49.85
Citrix Systems, Inc.	3.22	N/A (1)
DocuSign, Inc.	2.52	12.24
Electronic Arts Inc.	6.99	35.40
Fortinet, Inc.	4.42	40.90
Gen Digital (formerly NortonLifeLock Inc.)	2.80	14.70
Intuit Inc.	12.73	118.63
NetApp, Inc.	6.32	14.17
Palo Alto Networks, Inc.	5.50	47.97
PTC Inc.	1.93	15.94
Salesforce.com, Inc.	31.35	164.78
ServiceNow, Inc.	7.25	92.34
Splunk Inc.	3.65	15.79
Synopsys, Inc.	5.08	53.90
Workday, Inc.	6.22	46.81
Autodesk, Inc.	5.01	46.26
Autodesk Percentile Ranking	47%	50%

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

Component

Purpose

Description

Performance Measures

Base Salary

Forms basis for competitive compensation package

Reflects competitive market conditions, individual performance, and internal alignment

The Committee considers individual performance when setting and reviewing base salary levels and merit increases

Executive Incentive Plan (“EIP”) or Bonus to Equity Exchange Program

Motivate achievement of annual strategic priorities relating to top- and bottom-line growth

For Exchange Program participants: provide flexibility to align with individual preference, and align further with stockholder interests

Target percentage based on competitive market practices and internal alignment

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

Total revenue

Non-GAAP income from operations

Long-Term Incentives —Performance Stock Units (“PSU”)

Align compensation with key drivers of the business and relative stockholder return

Encourage focus on near-term and long-term strategic objectives

Size of award based on competitive market practices, corporate and individual performance, and internal 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

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

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

As part of the annual review of target compensation opportunities, the Committee reviewed a benchmarking analysis of the base salary for each executive role, an assessment of each executive officer’s experience, skills, responsibilities, and performance level, and Autodesk’s performance. For fiscal year 2023, after taking account of the above considerations, the Committee approved a base salary of $1,040,000 for Dr. Anagnost, and $625,000 for Ms. Clifford. Mr. Blum’s base salary is $700,000 effective February 1, 2022 in connection with his promotion to Chief Operating Officer and in recognition of his increased responsibilities. The Committee, evaluating the considerations above, set Ms. Keene’s base salary at $530,000 in connection with her appointment as Chief Legal Officer and set Rebecca Pearce’s base salary at GBP 310,000 in connection with her promotion to Chief People Officer.

The Committee sets the target annual cash incentive award opportunity for each eligible executive officer based on competitive assessments, the executive’s particular role, and internal alignment considerations. Based on its review of these factors, the Committee set the fiscal year 2023 cash incentive target for each of our NEOs, except for the CEO, at the same percentage as in fiscal year 2022. These target opportunities are expressed as a percentage of the NEO’s annual base salary. CEO’s target annual incentive opportunity was increased from 125% to 150% of his annual base salary, effective April 1, 2022. Other NEOs’ target opportunities remained at 75% of their annual base salaries. 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 2023, bonus awards for each of our NEOs were funded under the EIP or bonus to equity exchange program, if elected. At the beginning of the fiscal year, the Committee established funding performance thresholds, which, if achieved, would establish the maximum fiscal year 2023 EIP funding at 200% of target. For fiscal year 2023, the Committee selected total revenue, non-GAAP income from operations, and absolute TSR as the funding metrics. Autodesk’s fiscal year 2023 performance exceeded the funding threshold, resulting in the maximum bonus award funding for each executive. The Committee then exercised its negative discretion to reduce the actual bonus award for each of the participants based on pre-established performance measures, as described below.

For fiscal year 2023, we offered a bonus to equity exchange program to certain employees, including our NEOs. The program provides executives with the option to receive PSUs in lieu of participation in the fiscal year 2023 EIP. Under this program, our NEOs were offered an election for a PSU award with a grant value equal to 100% of the target payout of the fiscal year 2023 EIP award they would have otherwise been eligible to receive. The PSUs would vest in one year, contingent upon attainment of the same funding and performance metrics as the fiscal year 2023 EIP. The final number of shares received could range from 0% to 200% of target. All of our NEOs as of January 31, 2022, elected to participate in the bonus to equity exchange program in fiscal year 2023, including those who were promoted during the year who made the election prior to their promotion. Fiscal year 2023 was the last year we provided the bonus to equity exchange program to eligible employees after piloting it for two consecutive years. Upon discontinuing of the program, even without the PSUs granted via the bonus to equity exchange program, all NEOs will still have approximately 80% to 90% of their target total direct compensation weighted on long-term incentive equity awards.

At the beginning of fiscal year 2023, the Committee approved fiscal year 2023 EIP performance measures to align our CEO’s and other NEOs’ bonus opportunities with our strategic priorities and key drivers of success. In connection with the uncertain economic conditions resulting from the war in Ukraine, including the discontinuation of revenue from Russia, the Committee updated the EIP performance targets in May 2022 to reflect the Company’s fiscal year 2023 financial plan by adjusting the performance targets downward. This adjustment did not result in a material modification of the PSU awards that executives received in lieu of cash incentives, nor did it result in recognition of incremental grant date fair value on our consolidated financial statements. The updated total revenue and non-GAAP income from operations performance targets were 17% and 31% above last year’s actual performance achievement, respectively. 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 in May 2022 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 94.9% of target, as shown below:

At the end of fiscal year 2022, all NEOs elected to participate in the bonus to equity exchange program, including those who were promoted during the year who made the election prior to their promotion. At the beginning of fiscal year 2023, they were granted a number of PSUs in lieu of the opportunity of receiving cash EIP. The grant value of these PSU awards was calculated based on base salaries and short-term incentive target percentages effective as of February 1, 2022. The number of PSUs were calculated using the target EIP amount divided by 20-day average stock price as of the grant date. In March 2023, based on the level of achievement of the EIP program performance objectives, the Committee approved the PSU payout for the exchange program participants, as shown below:

In fiscal year 2024, the bonus awards for each of our NEOs will continue to be determined under the Autodesk, Inc. Executive Incentive Plan. Near the beginning of the fiscal year, the Committee retained total revenue, non-GAAP income from operations, and absolute TSR as the threshold funding metrics. If the funding metrics are achieved, in its exercise of discretion, the Committee will consider Autodesk’s performance attainment versus pre-established targets to determine payouts against total revenue and non-GAAP income from operations, which have been retained as the performance metrics for the ultimate determination of bonus payments, with the following weighting:

The Committee believes that the metrics selected for the fiscal year 2024 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.

In arriving at the total number of PSUs and RSUs to award each executive officer in fiscal year 2023, the Committee considered Autodesk’s performance in fiscal year 2022, competitive market data for the executive’s position, historical grants, unvested equity, individual performance of the executive and internal pay alignment. In addition, the Committee took into account the CEO’s recommendations when determining the final awards for the other NEOs, and, as described above on page 28, also considered the overall company progress and outcomes on ESG when it determined long-term incentive awards for the CEO. In fiscal year 2023, the CEO and Committee concluded that the leadership team met expectations for progress on ESG initiatives, and therefore long-term incentive awards for NEOs were not adjusted.

•In fiscal year 2023, we measured Performance Results based on total revenue and free cash flow. In connection with the uncertain economic conditions resulting from the war in Ukraine, including the discontinuation of revenue from Russia, the Committee updated the plan targets in May 2022 to reflect the Company’s fiscal year 2023 financial plan by adjusting the performance targets downward. This adjustment did not result in a material modification of those PSU awards, nor did it result in recognition of incremental grant date fair value on our consolidated financial statements. The updated total revenue and free cash flow performance targets were 17% and 38% above last year’s actual performance achievement, respectively.

RSUs help us recruit and retain executives in a competitive environment and provide further incentive to focus on longer-term stockholder value creation. In April 2022, our NEOs received time-based RSU awards which vest in three equal annual installments, beginning in March 2023. When Mr. Blum was promoted to the Chief Operating Officer role on February 1, 2022, the Compensation Committee awarded him a one-time promotional RSU award which also vests in three equal annual installments. The promotional RSU award was granted to make Mr. Blum’s target total annual compensation, including the annualized promotional RSU value, within the competitive range of the benchmark median.

During fiscal year 2019, the Committee adopted the Autodesk, Inc. Severance Plan to establish standard executive severance terms that are competitive with our talent competitors and minimize the need to negotiate individualized executive severance terms in the future. Each of our NEOs (other than our CEO), as well as certain other senior executives, is a participant in the plan. If a participant’s employment is terminated without cause, or if a participant terminates his or her employment for good reason, then, in addition to payment of accrued base salary and vacation and any previously awarded but unpaid bonus, the participant is eligible to receive the following benefits:

In March 2021, we amended the Severance Plan to provide similar benefits as those set forth above to participants who voluntarily terminate employment for qualified retirement. However, in the case of qualified retirement, participants will receive 18 times monthly COBRA premium and they will not be eligible for outplacement services. 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.

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

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

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

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

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 2023. 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.

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

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


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	2023	1,040,416	—	16,494,632	—	65,704	17,600,752
Chief Executive Officer and	2022	1,000,452	—	21,095,069	—	—	22,095,521
President (5)	2021	975,559	—	13,559,493	1,221,311	—	15,756,363
Deborah L. Clifford	2023	626,318	91,233	3,781,422	—	69,449	4,568,422
Executive Vice President and	2022	540,247	—	9,943,056	420,300	—	10,903,603
Chief Financial Officer (6)
Steven M. Blum,	2023	704,586	—	7,363,064	—	92,992	8,160,642
Executive Vice President and	2022	610,909	—	6,140,367	—	—	6,751,276
Chief Operating Officer (7)	2021	591,187	—	6,306,531	444,000	—	7,341,718
Ruth Ann Keene	2023	536,982	—	2,324,237	—	59,977	2,921,196
Executive Vice President
Corporate Affairs, Chief Legal Officer and Corporate Secretary (8)
Rebecca Pearce	2023	371,859	—	2,040,421	—	151,614	2,563,894
Executive Vice President and
Chief People Officer (9)
Former Executive Officer
Pascal W. Di Fronzo,	2023	144,965	—	1,023,354	—	2,235,995	3,404,314
Executive Vice President	2022	514,500	—	3,660,539	—	—	4,175,039
Corporate Affairs, Chief Legal Officer and Secretary (10)	2021	513,793	—	2,805,623	385,875	—	3,705,291

(2)Amounts consist of the aggregate grant date value for PSU and RSU awards computed in accordance with FASB ASC Topic 718, based on target levels of achievement (the probable outcome at grant) in the case of PSUs and does not reflect actual amounts earned. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2023. The maximum value of PSU awards generally is capped at 200% of target for fiscal year 2021 through fiscal year 2023. The maximum values for PSU awards granted in fiscal year 2023 are as follows: Dr. Anagnost: $19,418,204; Ms. Clifford: $3,772,118; Mr. Blum: $6,186,072; Ms. Keene: $1,995,005; Ms. Pearce: $1,744,229, and Mr. Di Fronzo: $2,046,709. Actual PSU awards earned in fiscal year 2023 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.

(9)Ms. Pearce’s salary and other compensation are paid or provided in British Pounds. These amounts represent the approximate dollar value of her base salary and other compensation converted to U.S. dollars using the British Pound to dollar exchange rate of 1.23, which represents an average for fiscal 2023. Ms. Pearce’s other compensation for fiscal 2023 includes $46,872 authorized executive and spouse travel, in connection with a business trip, tax gross-ups of $43,978 for certain perquisites, and $37,186 for employer contributions to UK pension plan. Ms. Pearce’s other compensation for fiscal 2023 also includes a car allowance. Ms. Pearce was not a named executive officer during fiscal 2022 or fiscal 2021.

(10)Mr. Di Fronzo’s retirement from Autodesk was effective May 9, 2022. The amount reported under “Salary” column for fiscal 2023 represents the salary he received from February 1, 2023 through May 8, 2022. The amount reported under “Stock Awards” for fiscal 2023 represents grant date value for PSU awards which were approved by the Compensation Committee in fiscal 2021 and 2022 as part of his compensation in those periods. The Committee did not approve any equity awards to Mr. Di Fronzo in fiscal 2023. The amount reported under “All Other Compensation” for fiscal 2023 represents amounts received per the terms of his Qualified Retirement Agreement.

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 2023. The following tables include potential threshold, target, and maximum amounts payable under our EIP for performance during fiscal year 2023, 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 2023. The following table also includes amounts relating to PSUs and RSUs issued under our 2012 Stock Plan. See “Annual Short-Term Incentive Compensation" and “Long-Term Incentive Compensation" in the Compensation Discussion and Analysis for actual amounts earned in fiscal year 2023 by the named executive officers and further discussion of plan-based and other awards.


		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 ($) (5)
Named Executive Officer	Grant Date (1)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Andrew	4/10/2022	—	—	—	—	—	—	34,093	6,785,530
Anagnost	4/10/2022	—	—	—	—	17,507	35,014	—	3,146,533
	4/10/2022	—	—	—	—	11,757	23,514	—	2,202,086
	4/10/2022	—	—	—	—	17,047	34,094	—	3,175,856
	4/10/2022	—	—	—	—	5,952	11,904	—	1,184,627
Deborah L.	4/10/2022	—	—	—	—	—	—	9,523	1,895,363
Clifford	4/10/2022	—	—	—	—	3,057	6,114	—	572,576
	4/10/2022	—	—	—	—	4,762	9,524	—	887,161
	4/10/2022	—	—	—	—	2,142	4,284	—	426,322
Steve M.	2/1/2022	—	—	—	—	—	—	7,838	1,957,697
Blum	4/10/2022	—	—	—	—	—	—	11,618	2,312,331
	4/10/2022	—	—	—	—	5,386	10,772	—	968,026
	4/10/2022	—	—	—	—	2,912	5,824	—	545,418
	4/10/2022	—	—	—	—	5,809	11,618	—	1,082,217
	4/10/2022	—	—	—	—	2,499	4,998	—	497,376
Ruth Ann	4/10/2022	—	—	—	—	—	—	6,666	1,326,734
Keene	4/10/2022	—	—	—	—	3,333	6,666	—	620,938
	4/10/2022	—	—	—	—	1,892	3,784	—	376,565
Rebecca	4/10/2022	—	—	—	—	—	—	5,870	1,168,306
Pearce	4/10/2022	—	—	—	—	364	728	—	68,177
	4/10/2022	—	—	—	—	2,935	5,870	—	546,791
	4/10/2022	—	—	—	—	1,292	2,584	—	257,147
Former Executive Officer (6)
Pascal W.	4/10/2022	—	—	—	—	4,040	8,080		726,109
Di Fronzo	4/10/2022	—	—	—	—	1,587	3,174		297,245

_____________

(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 2023 under our 2012 Stock Plan. These columns show the awards that were possible at the threshold, target, and maximum levels of performance. Shares were to be earned based upon a total revenue and free cash flow goal for fiscal year 2023 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 2023 by the named executive officers under this program are shown in “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis. The last rows for each NEO reflects PSUs issued pursuant to the bonus to equity exchange program discussed in “Annual Short-Term Incentive Compensation” in the Compensation Discussion and Analysis.


		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	4/9/2020	15,406	(2)	$	3,314,755
	4/9/2020	11,671		2,511,132
	4/10/2021	21,868	(3)	4,705,119
	4/10/2021	15,676		3,372,848
	4/10/2022	52,844	(4)	11,369,915
	4/10/2022	5,648	(5)	1,215,224
	4/10/2022	34,093		7,335,450
Deborah L. Clifford	3/8/2021	4,787	(6)	1,029,971
	4/10/2021	5,686	(3)	1,223,400
	4/10/2021	4,076		876,992
	4/10/2022	14,761	(4)	3,175,977
	4/10/2022	2,032	(5)	437,205
	4/10/2022	9,523		2,048,969
Steven M. Blum	4/9/2020	4,739	(2)	1,019,643
	4/9/2020	3,591		772,640
	4/10/2021	5,416	(3)	1,165,307
	4/10/2021	3,882		835,251
	2/1/2022	7,838		1,957,697
	4/10/2022	18,007	(4)	3,874,386
	4/10/2022	2,371	(5)	510,144
	4/10/2022	11,618		2,499,729
Ruth Ann Keene	1/27/2022	45,884	(7)	10,491,835
	4/10/2022	10,332	(4)	2,223,033
	4/10/2022	1,795	(5)	386,212
	4/10/2022	6,666		1,434,257
Rebecca Pearce	8/10/2020	217		46,690
	4/10/2021	677	(3)	145,663
	4/10/2021	728		156,636
	11/10/2021	2,469	(8)	531,230
	1/4/2022	3,244		697,979
	4/10/2022	9,098	(4)	1,957,526
	4/10/2022	1,226	(5)	263,786
	4/10/2022	5,870		1,262,989
Former Executive Officer
Pascal W. Di Fronzo (9)	04/09/2020	3,555	(2)	764,894
	04/10/2021	1,364	(3)	293,478

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.


					Value of initial fixed $100 investment based on
Fiscal Year	Summary compen-sation table total for PEO ($) (1) (2)	Compensation actually paid to PEO ($) (1) (3)	Average summary compensation table total for non-PEO NEOs ($) (4)	Average compensation actually paid to non-PEO NEOs ($) (5)	Total shareholder return ($) (6)	Peer group total shareholder return ($) (7)	Net income ($ Millions) (8)	Total Revenue ($ Millions) (9)
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


	2023 ($)	2022 ($)	2021 ($)
Summary Compensation Table Total	17,600,752	22,095,521	15,756,363
Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year	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	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	(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	(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	15,542,087	15,981,576	22,691,528


	2023 ($)	2022 ($)	2021 ($)
Summary Compensation Table Total	4,323,694	7,276,639	5,241,569
Subtract Grant Date Fair Value of Stock Awards Granted in Fiscal Year	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	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	(477,049)	(204,333)	719,882
Add Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	—	1,327,011	—
Adjust for Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	(1,156,448)	(205,600)	(846,274)
Subtract Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (10)	(52,855)	—	—
Add Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation	—	—	—
Compensation Actually Paid	2,883,990	6,198,352	7,688,009

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 2023. 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 2023 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

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

•An executive officer who is terminated for any other reason will receive severance or other benefits only to the extent the executive would be entitled to receive them under our then-existing benefit plans and policies. If the benefits provided under the Program constitute parachute payments under Section 280G of the Code and are subject to the excise tax imposed by Section 4999 of the Code, then such benefits will be (1) delivered in full, or (2) delivered to such lesser extent that would result in no portion of the benefits being subject to the excise tax, whichever results in the executive officer receiving the greatest amount of benefits.

For the purposes of the Severance Plan, “qualified retirement” is defined as a voluntary termination of employment by an executive officer, which meets either of the following requirements: (i) one’s combined total age plus years of employment with Autodesk is equal to or greater than 75 or (ii) one is at least 55 years of age and completes at least 10 years of employment with Autodesk. Unless waived by the administrator of the plan or the Chief Executive Officer, in order for such voluntary termination to be deemed a qualified retirement, one must properly deliver written notice of his or her intent to resign employment with Autodesk in a qualified retirement at least three months prior to the effective date of such qualified retirement.

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

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

On May 21, 2021, Pascal W. Di Fronzo informed the Company of his intention to retire as Executive Vice President, Corporate Affairs, Chief Legal Officer & Secretary, after nearly 23 years of service to the Company, the last 15 of which as the Company’s general counsel. Mr. Di Fronzo and Autodesk entered a Qualified Retirement Agreement with his last day at the Company being on December 3, 2021. On November 29, 2021, Mr. Di Fronzo and the Company agreed that he would remain with the Company until May 9, 2022. Pursuant to an Amended Qualified Retirement Agreement dated as of November 29, 2021, Mr. Di Fronzo received the benefits to which an Eligible Employee is entitled for a Qualified Retirement, each as defined in the Autodesk, Inc. Amended and Restated Severance Plan and Summary Plan Description as well as $467,030 in payments for foregone benefits. Besides the benefits included under the Amended Qualified Retirement Agreement, Mr. Di Fronzo did not receive any cash-based annual incentive awards for fiscal year 2023 or annual long-term incentive grants in fiscal year 2023.

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, 2023, and include all components of compensation, benefits, and perquisites payable under the Severance Plan and Executive Change in Control Program effective during the 2023 fiscal year or, in the case of Dr. Anagnost, pursuant to his employment agreement, discussed above.


Executive Benefits and Payments	Voluntary Termination on 1/31/2023 ($)	Involuntary Not For Cause or Voluntary for Good Reason (Except Change in Control) Termination on 1/31/2023 ($)	For Cause Termination on 1/31/2023 ($)	Involuntary Not for Cause or Voluntary For Good Reason (Change in Control) Termination on 1/31/2023 ($)	Disability on 1/31/2023 ($)	Death on 1/31/2023 ($)
Compensation:
Severance (1)	—	2,080,000	—	5,200,000	—	—
Pro-Rata Target Bonus (2)	—	—	—	—	—	—
Equity Awards (3)	17,382,776	23,959,357	—	34,329,423	34,329,423	34,329,423
Benefits and perquisites:
Health Insurance (4)	—	32,364	—	48,545	—	—
Disability Income (5)	—	—	—	—	1,831,184	—
Accidental Death or Dismemberment (6)	—	—	—	—	2,000,000	2,000,000
Life Insurance (7)	—	—	—	—	—	2,000,000
Total Executive Benefits and Payments Upon Separation	17,382,776	26,071,721	—	39,577,968	38,160,607	38,329,423


Executive Benefits and Payments	Voluntary Termination on 1/31/2023 ($)	Involuntary Not For Cause or Voluntary for Good Reason (Except Change in Control) Termination on 1/31/2023 ($)	For Cause Termination on 1/31/2023 ($)	Involuntary Not for Cause or Voluntary For Good Reason (Change in Control) Termination on 1/31/2023 ($)	Disability on 1/31/2023 ($)	Death on 1/31/2023 ($)
Compensation:
Severance (1)	—	1,640,625	—	1,640,625	—	—
Pro-Rata Target Bonus (2)	—	—	—	—	—	—
Equity Awards (3)	—	4,281,469	—	8,805,853	8,805,853	8,805,853
Benefits and perquisites:
Health Insurance (4)	—	6,007	—	4,870	—	—
Disability Income (5)	—	—	—	—	2,853,009	—
Accidental Death or Dismemberment (6)	—	—	—	—	625,000	625,000
Life Insurance (7)	—	—	—	—	—	625,000
Total Executive Benefits and Payments Upon Separation	—	5,928,101	—	10,451,348	12,283,862	10,055,853


Executive Benefits and Payments	Voluntary Termination on 1/31/2023 ($)	Involuntary Not For Cause or Voluntary for Good Reason (Except Change in Control) Termination on 1/31/2023 ($)	For Cause Termination on 1/31/2023 ($)	Involuntary Not for Cause or Voluntary For Good Reason (Change in Control) Termination on 1/31/2023 ($)	Disability on 1/31/2023 ($)	Death on 1/31/2023 ($)
Compensation:
Severance (1)	1,837,500	1,837,500	—	1,837,500	—	—
Pro-Rata Target Bonus (2)	—	—	—	—	—	—
Equity Awards (3)	6,028,998	6,028,998	—	12,493,265	12,493,265	12,493,265
Benefits and perquisites:
Health Insurance (4)	59,605	39,737	—	36,151	—	—
Disability Income (5)	—	—	—	—	1,789,827	—
Accidental Death or Dismemberment (6)	—	—	—	—	2,000,000	2,000,000
Life Insurance (7)	—	—	—	—	—	2,000,000
Total Executive Benefits and Payments Upon Separation	7,926,103	7,906,235	—	14,366,916	16,283,092	16,493,265


Executive Benefits and Payments	Voluntary Termination on 1/31/2023 ($)	Involuntary Not For Cause or Voluntary for Good Reason (Except Change in Control) Termination on 1/31/2023 ($)	For Cause Termination on 1/31/2023 ($)	Involuntary Not for Cause or Voluntary For Good Reason (Change in Control) Termination on 1/31/2023 ($)	Disability on 1/31/2023 ($)	Death on 1/31/2023 ($)
Compensation:
Severance (1)	—	1,391,250	—	1,391,250	—	—
Pro-Rata Target Bonus (2)	—	—	—	—	—	—
Equity Awards (3)	—	6,589,275	—	13,865,126	13,865,126	13,865,126
Benefits and perquisites:
Health Insurance (4)	—	39,740	—	32,219	—	—
Disability Income (5)	—	—	—	—	2,374,366	—
Accidental Death or Dismemberment (6)	—	—	—	—	1,590,000	1,590,000
Life Insurance (7)	—	—	—	—	—	1,590,000
Total Executive Benefits and Payments Upon Separation	—	8,020,265	—	15,288,595	17,829,492	17,045,126


Executive Benefits and Payments	Voluntary Termination on 1/31/2023 ($)	Involuntary Not For Cause or Voluntary for Good Reason (Except Change in Control) Termination on 1/31/2023 ($)	For Cause Termination on 1/31/2023 ($)	Involuntary Not for Cause or Voluntary For Good Reason (Change in Control) Termination on 1/31/2023 ($)	Disability on 1/31/2023 ($)	Death on 1/31/2023 ($)
Compensation:
Severance (1)	—	1,000,913	—	1,000,913	—	—
Pro-Rata Target Bonus (2)	—	—	—	—	—	—
Equity Awards (3)	—	2,451,963	—	5,024,631	5,024,631	5,024,631
Benefits and perquisites:
Health Insurance (4)	—	—	—	—	—	—
Disability Income (5)	—	—	—	—	4,847,839	—
Accidental Death or Dismemberment (6)	—	—	—	—	—	1,900,089
Life Insurance (7)	—	—	—	—	—	1,900,089
Total Executive Benefits and Payments Upon Separation	—	3,452,876	—	6,025,544	9,872,470	8,824,809

(3)Equity Awards: Pursuant to Autodesk's form of RSU and PSU award agreement, in the case of a Qualified Retirement, partial continued vesting of outstanding RSUs and PSUs continues, and in the case of Disability or Death, unvested time-based RSUs vest in full and unvested PSUs vest at target. For Dr. Anagnost, the amounts shown for other termination scenarios reflect the value of unvested equity awards accelerated in accordance with his employment agreement as amended on April 27, 2022. For the other continuing named executive officers, the amounts shown for other termination scenarios reflect the value of unvested equity awards accelerated in accordance with the Severance Plan in effect at January 31, 2023 or Executive Change in Control Program as amended on April 27, 2022. Reported values are based on the closing price of our common stock on January 31, 2023 ($215.16 per share) for RSUs and PSUs and target PSUs.

(4)Health Insurance: For Dr. Anagnost, in accordance with his employment agreement as amended on April 27, 2022, these amounts represent the cost of continuing coverage for Dr. Anagnost and his dependents. The amount shown in the Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column reflects 12 months of coverage after separation. The amounts in the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column reflect 18 months of coverage after separation. For the other continuing named executive officers, these amounts represent the cost of continuing coverage for medical and dental benefits for each executive and his or her dependents (i) in the case of the Disability column, for 12 months in accordance with Autodesk's benefits program, (ii) in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Except Change in Control) Termination column, for 12 months after separation and grossed up for taxes in accordance with the Severance Plan in effect at January 31, 2023, and (iii) in the case of the Involuntary Not for Cause or Voluntary for Good Reason (Change in Control) Termination column, for 18 months after separation in accordance with the Executive Change in Control Program as amended on April 27, 2022.

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.

During fiscal year 2023, Autodesk’s 2012 Outside Directors’ Stock Plan provided for the automatic grant of RSUs to our non-employee directors (except for Mr. Rahim). Starting in August 2022 (including Mr. Rahim’s Fiscal Year 2023 grant), RSUs are granted automatically to non-employee directors pursuant to the Director Compensation Policy and under the 2022 Equity Incentive Plan. 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”).

(2)The Stock Awards column reflects (i) the grant date fair value of the Initial RSUs and Subsequent Annual RSUs and (ii) the pro-rata grant date fair value of 20% of the stock awards the directors earned during fiscal year 2023 in lieu of cash. The 20% represents the premium of $1.20 worth of stock for each $1.00 of cash compensation foregone. The assumptions used in the valuation of these awards are set forth in Note 1, “Business and Summary of Significant Accounting Policies,” in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed on March 14, 2023. 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.

5% Stockholders, Directors and Officers (1)

Common Stock
Beneficially
Owned (2)

Percentage
Beneficially
Owned (3)

Principal Stockholders:

The Vanguard Group, Inc. (4)

18,340,299

8.5

BlackRock, Inc. (5)

16,702,741

7.8

Non-Employee Directors (6):

Stacy J. Smith

57,805

Karen Blasing

3,635

Reid French (7)

9,256

Dr. Ayanna Howard

189

Blake Irving

4,559

Mary T. McDowell

43,608

Stephen Milligan (8)

5,854

Lorrie M. Norrington

7,704

Betsy Rafael

3,294

Rami Rahim

—

Named Executive Officers:

Andrew Anagnost

58,200

Deborah L. Clifford

9,918

Steven M. Blum (9)

54,622

Ruth Ann Keene

42,364

Rebecca Pearce

6,386

Former Executive Officer

Pascal W. Di Fronzo

8,311

All directors and executive officers as a group (15 individuals)

307,394

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

As described more fully in its charter, the Audit Committee’s role includes the oversight of our financial, accounting and reporting processes; our system of internal accounting and financial controls; and oversight of the management of risks associated with Autodesk’s financial reporting, accounting and auditing matters. The Audit Committee is directly responsible for the selection, appointment, compensation, engagement, retention, termination, and services of our independent registered public accounting firm, Ernst & Young LLP (“EY”), including conducting a review of its independence; reviewing and approving the planned scope of our annual audit; overseeing EY’s audit work; reviewing and pre-approving any audit and permissible non-audit services and fees that may be performed by EY; reviewing with management and EY the adequacy of our system of internal financial and disclosure controls; reviewing our critical accounting policies and the application of accounting principles; monitoring the rotation of EY partners on our audit engagement team as required by regulation; reviewing Autodesk’s treasury policies and tax positions; overseeing the performance of our internal audit function; and overseeing our management of cybersecurity risks relating to financial, accounting, and internal controls. The Audit Committee establishes and oversees Autodesk’s compliance with the procedures for handling complaints regarding accounting, internal accounting controls, or auditing matters, including procedures for confidential, anonymous submission of concerns by employees regarding accounting and auditing matters. The Audit Committee’s role also includes meeting to review our annual audited financial statements and quarterly financial statements with management and EY. The Audit Committee held nine meetings during fiscal year 2023. Management is responsible for the quarterly and annual financial statements and the reporting process, including the systems of internal controls. EY is responsible for expressing an opinion on the conformity of our audited financial statements with generally accepted accounting principles. Within this context, the Audit Committee reviewed and discussed the audited financial statements for fiscal year 2023 with management and EY.

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

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


Name	Age	Director Since	Principal Occupation

Andrew Anagnost	58	2017	President and Chief Executive Officer, Autodesk, Inc.
Stacy J. Smith	60	2011	Executive Chairman, Kioxia Corporation
Karen Blasing	66	2018	Former Chief Financial Officer, Guidewire Software, Inc.
Reid French	51	2017	Former Chief Executive Officer, Applied Systems, Inc.
Dr. Ayanna Howard	51	2019	Dean of the College of Engineering at The Ohio State University; CTO, Co-founder, Zyrobotics
Blake Irving	63	2019	Former Chief Executive Officer, GoDaddy Inc.
Mary T. McDowell	58	2010	Former Chief Executive Officer, Mitel Networks Corporation
Stephen Milligan	59	2018	Former Chief Executive Officer, Western Digital Corporation
Lorrie M. Norrington	63	2011	Adviser and Operating Partner, Lead Edge Capital Management, LLC
Betsy Rafael	61	2013	Former Chief Transformation Officer, GoDaddy Inc.
Rami Rahim	52	2022	Chief Executive Officer of Juniper Networks, Inc.

The Audit Committee has selected Ernst & Young LLP (“EY”) as the independent registered public accounting firm to audit the consolidated financial statements of Autodesk for the fiscal year ending January 31, 2024, and recommends that the stockholders vote to ratify that appointment. In the event of a negative vote on this proposal, the Audit Committee will reconsider its selection. Even if the selection of EY is ratified, the Audit Committee, in its discretion, may direct the selection of a different independent registered public accounting firm at any time if the Audit Committee determines that such a change would be in the best interests of Autodesk and its stockholders.

The Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act enable our stockholders to vote, on a non-binding advisory basis, to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis section and the accompanying compensation tables and narrative discussion in this Proxy Statement (a “Say-on-Pay” vote). Stockholders are encouraged to read that information in its entirety to obtain a complete understanding of our executive compensation program philosophy, design, and linkage to stockholder interests. Since 2011, we have held our Say-on-Pay vote every year. Under our policy of providing for annual votes, we expect that our next Say-on-Pay vote will occur at our 2023 Annual Stockholder Meeting.

Autodesk and the Committee value the input of our stockholders. The Committee carefully considers stockholder feedback as part of its ongoing review of our executive compensation programs, design, and metrics, and this feedback has informed changes the Committee has made in recent years to align our programs with our business transformation. At the 2022 Annual Meeting, 92.4% of the votes cast on our say-on-pay proposal were favorable, reflecting strong stockholder support for our executive compensation programs. In fiscal year 2023, members of our management team and, in certain instances, independent members of our Board continued our regular outreach and contacted stockholders representing approximately 51% of our outstanding shares. Our management team, and in some cases our independent Chair, met with representatives from active and passive funds to discuss strategy, our executive and employee compensation programs, workforce diversity, board composition and skill sets, sustainability, and a broad range of other ESG issues. This outreach enabled us to gather feedback from a significant cross-section of Autodesk’s stockholder base. Based on these discussions, the Committee found that our stockholders continued to be supportive of our executive compensation programs and the alignment between executive pay and Autodesk’s performance. Additionally, our stockholders did not request any pay related changes, which supported our decision to maintain the overall design of our executive compensation program.

What We Do

What We Do Not Do

Engage in robust stockholder outreach

Allow hedging, pledging, or trading in Autodesk derivative securities

Tie a significant percentage of NEO total pay to achievement of critical financial and stockholder value creation

Reprice stock options

Employ maximum payouts on performance-based cash and equity incentive compensation

Offer executive benefits and excessive perquisites

Require significant stock ownership requirements

Use fixed-term employment agreements

Include a clawback policy in incentive programs

Provide double-trigger change in control arrangements with no excise tax gross-up

Ensure effective risk management

Rely on an independent compensation committee and engage an independent compensation consultant

We believe that an annual vote will continue to allow our stockholders the ability to frequently communicate to us their position on our approach to named executive officer compensation through an executive compensation vote. An annual vote is aligned with our short-term cash programs and the metrics that guide those programs as well as with our cycle of granting long-term equity compensation to our named executive officers. Our Compensation and Human Resources Committee is responsible for our named executive officer compensation programs and values our stockholders’ opinions. We understand that our stockholders may have different views as to what is the best approach for the Company, and we look forward to hearing from our stockholders on this proposal.

Beneficial owners. Most Autodesk stockholders hold their shares through a broker or other agent rather than directly in their own names. If your shares are held in a brokerage account or by a broker or other agent, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in street name, these proxy materials have been forwarded to you by your broker or other agent. That entity is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker or other agent on how to vote your shares. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Annual Meeting without the control number on your Notice of Internet Availability, proxy card, or voting instruction form, or in the email sending you the Proxy Statement. You may contact your broker or other institution where you hold your account if you have questions about obtaining your control number.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024 (Proposal Two) is considered routine under applicable rules, so there should not be any broker non-votes in connection with Proposal Two. The election of the eleven directors listed in the accompanying Proxy Statement (Proposal One), the advisory vote on executive compensation (Proposal Three) and the advisory vote on the frequency of executive compensation votes (Proposal Four) are considered non-routine matters, so there may be broker non-votes on Proposals One, Three and Four.

Beneficial owners. If you hold your shares in street name and you do not cast your vote, your broker, trustee, or nominee can use its discretion to vote on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Proposal Two). However, you must cast your vote if you want it to count in any of: the election of directors (Proposal One), the non-binding approval of compensation for our named executive officers (Proposal Three) or the non-binding determination of the frequency of holding an advisory vote on named executive officer compensation (Proposal Four). Your broker may not vote your uninstructed shares with respect to Proposals One, Three and Four.

A: Autodesk will bear all expenses of soliciting proxies, including the cost of preparing and mailing these proxy materials. Autodesk may reimburse brokerage firms, custodians, nominees, fiduciaries, and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers, and other employees of Autodesk also may solicit proxies in person or by other means of communication. These individuals may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation, but will not receive any additional compensation. Autodesk has engaged the services of D.F. King & Co., Inc., a professional proxy solicitation firm, to help us solicit proxies from stockholders, including certain brokers, trustees, nominees, and other institutional owners, for a fee of approximately $10,500 plus costs and expenses.

A: The Board is providing these proxy materials to you in connection with the solicitation of proxies for use at our 2023 Annual Meeting of Stockholders, to be held on Wednesday, June 21, 2023, at 3:00 p.m. Pacific Time, and at any adjournment, postponement, or other delay thereof for the purpose of considering and acting upon the matters set forth in this Proxy Statement. We are providing these materials to all of our stockholders through a Notice of Internet Availability of Proxy Materials (the “Notice”) unless a stockholder has specifically requested a full set paper copy of this Proxy Statement and our fiscal year 2023 Annual Report.

A: We are once again relying on an SEC rule that allows companies to furnish their proxy materials over the internet rather than in paper form. This rule allows us to send all of our stockholders a Notice that explains how to access the proxy materials over the internet or how to request a paper copy of proxy materials. If you would prefer to receive proxy materials in printed form by mail or electronically by email on an ongoing basis, please follow the instructions contained in the Notice. Proxy materials for our 2024 and future annual meetings of stockholders will be delivered to you by a Notice rather than in paper form unless you specifically request to receive printed proxy materials. We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of the annual meeting.

A: Stockholders who previously requested full paper copies of the proxy materials are receiving paper copies again this year. If you would like to reduce the costs we incur in printing and mailing proxy materials, you can consent to receive all future proxy statements, proxy cards, and annual reports electronically via email or the internet. To sign up for electronic delivery, please follow the instructions provided on your proxy card or voting instruction form. Stockholders who hold shares through a bank, brokerage firm, or other agent may sign up for electronic delivery by contacting that broker or agent. We encourage stockholders to take advantage of electronic delivery to help reduce the cost and environmental impact of the annual meeting.


Submission	Rules and Requirements	Deadline
Stockholder proposals for inclusion in next year’s annual meeting proxy materials	SEC Rule 14a-8	No later than close of business (5:00 p.m. Pacific Time) on January 10, 2024
Proxy Access Director Nominees	Section 2.5(d) of Bylaws	Between December 11, 2023 and close of business on January 10, 2024, assuming we do not change the date of our 2024 meeting date to be more than 25 days before or after the first anniversary of our 2023 Annual Meeting
Notice Provision for Other Items of Business or non-Proxy Access Director Nominees	Section 2.5(a) and (b) of Bylaws	Between February 22, 2024, and 5:00 pm Pacific time on March 23, 2024, assuming we do not change the date of our 2024 meeting to be more than 25 days before or after the first anniversary date of our 2023 Annual Meeting

Stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for director nominees submitted under the advance notice requirements of our Bylaws must comply with the additional requirements of Rule 14a-19(b). We encourage stockholders who wish to submit a proposal or nomination to seek independent counsel. Autodesk will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaw and SEC requirements. We reserve the right to reject, rule out of order, or take other appropriate action with respect to any proposal that does not comply with these and other applicable requirements.


ITEMS OF BUSINESS		BOARD RECOMMENDATION
(1)	To elect the eleven directors listed in the accompanying Proxy Statement to serve for the coming year and until their successors are duly elected and qualified.	FOR each director nominee
(2)	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024.	FOR
(3)	To hold a non-binding vote to approve compensation for our named executive officers.	FOR
(4)	To hold a non-binding vote on the frequency of executive compensation votes.	1 YEAR


Incentive Program			Performance Metrics
Executive Incentive Plan (EIP) or Bonus to Equity Exchange Program			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)


Performance Metric (1)	Weighting	Actual (millions)	Target (millions)	Performance Attainment %	Funding	Weighted EIP Funding %
Total Revenue	60%	$5,005	$5,065	98.8%	94.1%	56.5%
Non-GAAP Income from Operations	40%	$1,785	$1,821	98.0%	96.1%	38.4%
Total	100%					94.9%


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


Performance Metric (1)	Weighting	Actual (in millions)	Target (in millions)	Performance Attainment %	Funding	Weighted Funding
Total Revenue	60%	$5,005	$5,065	98.8%	94.1%	56.5%
Free Cash Flow	40%	$2,031	$2,044	99.4%	99.1%	39.6%
Total	100%					96.1%


Ruth Ann Keene
Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary

May 9, 2023


Table of Contents

Fiscal Year 2023 Strategic Priorities and Performance Highlights			1

Environment, Social, and Governance Programs			6

Governance and our Board of Directors			9
Our Board of Directors			9
Director Nominees			11
Independence of the Board			20
Board Leadership Structure			17
Stockholder Engagement			17
Fiscal Year 2023 Board Meetings			17
Board Committees			18
Compensation Committee Interlocks and Insider Participation			21
Director Orientation and Continuing Education			21
Director Stock Ownership Policy			21
Outside Board Memberships			21
Director Selection, Qualifications, and Evaluations			22
Stockholder Recommendations and Nominations of Director Candidates			23
Corporate Governance Guidelines			23
Code of Business Conduct and Ethics			23
Risk Oversight			23
Board Evaluations			24
Contacting the Board			24

Executive Compensation			26
Compensation Discussion and Analysis			26
Executive Summary			26
The Compensation-Setting Process			30
Competitive Compensation Positioning and Peer Group			31
Principal Elements of the Executive Compensation Program			32
Compensation Committee Report			43
Summary Compensation Table			44
Pay versus Performance Table			49
Grants of Plan-Based Awards in Fiscal Year 2023			45
Outstanding Equity Awards at Fiscal Year 2023 Year End			47
Option Exercises and Stock Vested at Fiscal Year 2023 Year End			48
Nonqualified Deferred Compensation for Fiscal Year 2023			48
CEO Pay Ratio			53
Change-in-Control Arrangements, Severance Plan, Retirement Arrangements, and Employment Agreement			54
Potential Payments Upon Termination or Change in Control			57
Compensation of Directors			60
Equity Compensation Plan Information			65


Security Ownership of Certain Beneficial Owners and Management			64

Certain Relationships and Related Party Transactions			21

Delinquent Section 16(a) Reports			65

Report of the Audit Committee of the Board of Directors			66

Proposals			67
Proposal One: Election of Directors			67
Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm			68
Principal Accounting Fees and Services			68
Pre-Approval of Audit and Non-Audit Services			68
Rotation			69
Proposal Three: Non-Binding Vote to Approve Compensation for Named Executive Officers			70
Stockholder Engagement on Executive Compensation			70
Compensation Guiding Principles			70
Leading Compensation Governance Practices			72
Proposal Four: Non-Binding Vote on the Frequency of Executive Compensation Votes			73
Background and Purpose			73

Information About the 2023 Annual Meeting of Stockholders			74

Other Matters			80

Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures			81


	Board	Audit	Compensation and Human Resources	Corporate Governance and Nominating
Number of meetings held in fiscal year 2023	4	9	5	3


+			Autodesk, Inc., c/o Chief Legal Officer, One Market Street, Ste. 400, San Francisco, California 94105, Attention: Non-Executive Chair			:			board-administrator@autodesk.com


Named Executive Officer	Fiscal Year 2022 Base Salary	Fiscal Year 2023 Base Salary	% Change Compared to Prior Fiscal Year
Andrew Anagnost	$1,000,000	$1,040,000	4	%
Deborah L. Clifford	$600,000	$625,000	4	%
Steven M. Blum	$615,000	$700,000	14	%
Ruth Ann Keene (1)	$—	$530,000	N/A
Rebecca Pearce (1) (2)	$—	$381,300	N/A
Former Executive Officer
Pascal W. Di Fronzo	$514,500	$514,500	—	%


Named Executive Officer	Short-Term Incentive Target as a Percentage of Base Salary	Short-Term Incentive Target	Target PSUs Granted in lieu of Target Cash Incentives	PSUs Payout as a % of Target	PSUs Vested (1)
Andrew Anagnost	125%	$1,250,000	5,952	94.9%	5,648
Deborah L. Clifford	75%	$450,000	2,142	94.9%	2,032
Steven M. Blum	75%	$525,000	2,499	94.9%	2,371
Ruth Ann Keene	75%	$397,500	1,892	94.9%	1,795
Rebecca Pearce	75%	$271,350	1,292	94.9%	1,226
Former Executive Officer
Pascal W. Di Fronzo (2)	N/A	$—	—	—%	—


Named Executive Officer	Target Value of PSU and RSU Award	Target PSU Award (#) (1)	RSU Award (#) (1)
Andrew Anagnost	$17,900,000	51,140	34,093
Deborah L. Clifford	$5,000,000	14,285	9,523
Steven M. Blum	$6,100,000	17,427	11,618
Ruth Ann Keene	$3,500,000	9,999	6,666
Rebecca Pearce	$3,082,000	8,805	5,870
Former Executive Officer
Pascal W. Di Fronzo (2)	$—	—	—


	April 2020 Award 3rd Tranche		April 2021 Award 2nd Tranche		April 2022 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	17,507	15,406	11,757	10,111	17,047	18,751
Deborah L. Clifford	N/A	N/A	3,057	2,629	4,762	5,238
Steven M. Blum	5,386	4,739	2,912	2,504	5,809	6,389
Ruth Ann Keene	N/A	N/A	N/A	N/A	3,333	3,666
Rebecca Pearce	N/A	N/A	364	313	2,935	3,228
Former Executive Officer
Pascal W. Di Fronzo	4,040	3,555	1,587	1,364	N/A	N/A


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


	Stock Awards
Named Executive Officer	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Andrew Anagnost	73,627	15,698,947
Deborah L. Clifford	14,274	2,907,409
Steven M. Blum	27,805	5,806,355
Ruth Ann Keene	45,885	8,515,797
Rebecca Pearce	7,581	1,494,103
Former Executive Officer
Pascal W. Di Fronzo	17,778	3,802,403


Named Executive Officer	Executive Contributions (Distributions) in Fiscal Year ($)	Aggregate Earnings/ (Losses) in Fiscal Year ($) (1)	Aggregate Balance at Fiscal Year End ($)
Andrew Anagnost	257,315	(249,513)	5,180,939
Deborah L. Clifford	59,584	(8,544)	273,874
Steven M. Blum	—	(203,719)	2,236,694
Ruth Ann Keene	—	—	—
Rebecca Pearce	—	—	—
Former Executive Officer
Pascal W. Di Fronzo	—	—	—


•Total revenue
•Non-GAAP income from operations
•Free cash flow
•Relative TSR measured against companies in the S&P North American Technology Software Index


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


Non-Employee Director Annual Compensation Cycle June 16, 2022 Annual Stockholder Meeting - June 16, 2023 Annual Stockholder Meeting
Director	% Annual Fees Elected to Convert to RSUs (June 17, 2021 - June 16, 2022)	% Annual Fees Elected to Convert to RSUs (June 17, 2022 - June 16, 2023)
Stacy J. Smith	100	100
Karen Blasing	40	100
Reid French	100	100
Dr. Ayanna Howard	100	—
Blake Irving	100	100
Mary T. McDowell	100	100
Stephen Milligan	100	100
Lorrie M. Norrington	100	100
Betsy Rafael	—	—
Rami Rahim	N/A	—


Current Directors	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($) (2)	Total ($)

Stacy J. Smith	150,000	279,992	429,992
Karen Blasing	75,000	261,589	336,589
Reid French	75,000	265,002	340,002
Dr. Ayanna Howard	75,000	255,596	330,596
Blake Irving	75,000	265,002	340,002
Mary T. McDowell	95,000	269,006	364,006
Stephen Milligan	75,000	265,002	340,002
Lorrie M. Norrington	85,000	266,952	351,952
Betsy Rafael	100,000	249,909	349,909
Rami Rahim	14,672	91,658	106,330


Current Directors						Fees Actually Paid in Cash ($)

Stacy J. Smith						—
Karen Blasing						22,500
Reid French						—
Dr. Ayanna Howard						37,500
Blake Irving						—
Mary T. McDowell						—
Stephen Milligan						—
Lorrie M. Norrington						—
Betsy Rafael						100,000
Rami Rahim						14,470


	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	756	126	179,981	29,997
Karen Blasing	75	12	17,855	2,857
Reid French	378	63	89,990	14,998
Dr. Ayanna Howard	378	63	89,990	14,998
Blake Irving	378	63	89,990	14,998
Mary T. McDowell	478	79	113,797	18,808
Stephen Milligan	378	63	89,990	14,998
Lorrie M. Norrington	428	71	101,894	16,903
Betsy Rafael	—	—	—	—


	Restricted Stock Unit
Current Directors	Grant Date(s)	Number of Shares (#)	Grant Date Fair Value of Stock Awards ($)
Stacy J. Smith	6/16/2022	1,521	249,916
Karen Blasing	6/16/2022	1,521	249,916
Reid French	6/16/2022	1,521	249,916
Dr. Ayanna Howard	6/16/2022	1,521	249,916
Blake Irving	6/16/2022	1,521	249,916
Mary T. McDowell	6/16/2022	1,521	249,916
Stephen Milligan	6/16/2022	1,521	249,916
Lorrie M. Norrington	6/16/2022	1,521	249,916
Betsy Rafael	6/16/2022	1,521	249,916
Rami Rahim	8/22/2022	959	207,528


Current Directors						Aggregate Number of Shares Underlying Outstanding Restricted Stock Units
Stacy J. Smith						2,616
Karen Blasing						2,068
Reid French						2,068
Dr. Ayanna Howard						1,521
Blake Irving						2,068
Mary T. McDowell						2,214
Stephen Milligan						2,068
Lorrie M. Norrington						2,141
Betsy Rafael						1,521
Rami Rahim						959


	(a)	(b)		(c)
Plan category	Number of securities to be issued upon exercise or vesting of outstanding options and awards (in millions)	Weighted-average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) (2)
Equity compensation plans approved by security holders (1)	5	$	21.03	26
Total	5	$	21.03	26


AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Betsy Rafael (Chair)
Karen Blasing
Dr. Ayanna Howard
Stephen Milligan


	Fiscal Year 2023		Fiscal Year 2022
	(in millions)
Audit Fees (1)	$	6.8	$	8.3
Audit-Related Fees (2)	0.2		0.3
Tax Fees (3)	0.2		0.3
All Other Fees (4)	0.1		0.1
Total	$	7.3	$	9.0


	Fiscal Year Ended January 31,
	2023		2022
(in millions) (1)	(Unaudited)
Income from operations	$	989	$	618
Stock-based compensation expense	660		559
Amortization of developed technologies	53		50
Amortization of purchased intangibles	40		40
Acquisition-related costs	10		26
Lease-related asset impairments and other charges	33		104
Non-GAAP income from operations	$	1,785	$	1,397

Net cash provided by operating activities	$	2,071	$	1,531
Capital expenditures	(40)		(56)
Free cash flow	$	2,031	$	1,475

Cover	12 Months Ended
Cover	Jan. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	Autodesk, Inc.
Entity Central Index Key	0000769397