In-Season Shareholder Engagement
Autodesk
Investor Presentation
May 19, 2017
© 2017 Autodesk, Inc.
© 2017 Autodesk, Inc.
This presentation contains forward looking statements about strategies, products, future results, performance or achievements, financial and otherwise,
including statements regarding our business model transformation and our long term financial goals, as well as executive and board of director
transitions. These statements reflect management’s current expectations, estimates and assumptions based on the information currently available to
us. These forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties. Factors that may cause our
actual results, performance or achievements to be materially different from results, performance or achievements expressed or implied by the forward-looking
statements contained in this presentation include: a failure to maintain subscriptions, ARR, ARPS, billings, revenue, deferred revenue and operating margins
growth; failure to maintain spend management; failure to successfully manage transitions to new business models and markets; failure to successfully expand
adoption of our products; difficulty in predicting those financial metrics from new businesses; the potential impact on our financial results from changes in our
business models; and failure to successfully navigate the executive and board of director transitions.
A discussion of factors that may affect future results is contained in our most recent SEC Form 10-K and Form 10-Q filings available at www.sec.gov, including
descriptions of the risk factors that may impact us. The forward-looking statements made in this presentation are being made as of the time and date of its
live presentation. If this presentation is reviewed after the time and date of the live presentation, even if subsequently made available by us, on our Web site or
otherwise, this presentation may not contain current or accurate information. Except as required by law, we disclaim any obligation to update or revise any
forward-looking statement based on new information, future events or otherwise.
SAFE HARBOR
2
Autodesk is a global leader in the design software and services industry
Business Overview
Strong FY 2017 financial results and TSR:
3.1 million
21%
Subscriptions
$1.8 billion
18%
Deferred Revenue
$1.6 billion
19%
Annualized Recurring
Revenue
We continue to make progress against our business model and platform transitions
Three key drivers of long-term
shareholder value:
We’re increasing the lifetime value of
Autodesk’s customers
We’re changing our cost structure by
focusing our product portfolio and go-
to-market strategies
We’re building the best cloud and
mobile-based products and services in
the industry, which significantly
expands our TAM
3
Our stock price increased by 74% in FY17
Source: ADSK earnings releases; S&P Capital IQ
Constant Currency
Business Model & Platform Transitions
Business Model Transition Platform Transition
Provides business flexibility and affordability to existing and
new customers
Discontinued perpetual licenses for most individual software
products in FY17
Model creates attractive financial profile, with strong growth
toward FY20 targets
Model acceleration continues beyond FY20
Provides customers with improved and more flexible
access to Autodesk products
Transition enables TAM expansion; cloud offerings drive
gains in customers and new subscriptions
Provides significant customer benefits, including
enhanced collaboration and efficiency
Enables more direct sales, which support gross margin
expansion
Perpetual Subscription CloudDesktop
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Will result in a more predictable, recurring and profitable business over the long-term
During the transition, traditional financial metrics expected to be adversely impacted
Independent Chairman
Crawford Beveridge
Director since 1993
Former EVP and
Chairman EMEA, APAC
and the Americas of
Sun Microsystems
Former CEO of
Scottish Enterprise
Other Boards:
iomart Group plc
Our Directors Have Diverse & Complementary Expertise
Jeff Clarke*
Director since 2016
CEO of Kodak
Former Managing Partner
of Augusta Columbia
Capital
Other Boards: Kodak
Scott Ferguson*
Director since 2016
Managing Partner and
Portfolio Manager of
Sachem Head
Other Boards: none
Thomas Georgens
Director since 2013
Former CEO of NetApp,
Inc.
Other Boards: Electronics
for Imaging
Richard S. Hill
Director since 2016
Former Chairman and
CEO of Novellus Systems
Other Boards: Tessera
Technologies, Arrow
Electronics, Cabot
Microelectronics, Marvell
Technology, Yahoo! Inc.**
Mary T. McDowell
Director since 2010
CEO of Polycom
Former EVP and Chief
Development Officer of
Nokia Corporation
Other Boards: Polycom,
Inc., UBM
Lorrie M. Norrington
Director since 2011
Operating Partner of Lead
Edge Capital
Former President of eBay
Marketplaces
Other Boards: Colgate-
Palmolive, HubSpot
Betsy Rafael
Director since 2013
Former Principal
Accounting Officer of
Apple Inc.
Other Boards: Echelon
Corporation, GoDaddy,
Inc., Shutterfly
Stacy J. Smith
Director since 2011
EVP of Intel, overseeing
sales, manufacturing and
operations
Other Boards: none
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In February 2017, Mr. Bass
decided to step down from his
role as President and CEO of
Autodesk
Mr. Bass will remain on the Board
and has been nominated for
reelection at the 2017 Annual
Meeting
* Mr. Clarke and Mr. Ferguson have agreed to resign from the Board after the selection of a new CEO, who will also be appointed to the Board
** On April 17, 2017, Mr. Hill notified Yahoo! that he will not stand for reelection at the Company’s 2017 annual meeting of stockholders. (Yahoo 8-K filed April 18, 2017)
Carl Bass
Director since 2006
Former CEO of Autodesk
(stepped down February
2017)
Former Co-Founder of
Ithaca Software
Other Boards: HP, Inc.,
Zendesk, Inc.
9
10
9
9
9
International
Financial
Outside Board Service
Senior Leadership
Technology
5
3
1
1
<5 years 5-10 years >10 years
CEO Independent Directors
Our Experienced & Balanced Board of Directors
Board Skills & Experience
Average: 6.5 years
90%
Independence
57 years
Average Age
Director Tenure
6
Our director nominees are well suited to continue providing
effective oversight of our rapidly evolving business
30%
Diversity
The Compensation Committee, in consultation with the full Board, is primarily responsible for CEO
succession planning; as part of this process, the Board will confer periodically with the CEO
In February 2017, following discussions with the Board over the course of nearly two years, Mr. Bass
stepped down from his role as President and CEO
The Board hired executive search firm, Egon Zehnder, and is conducting a thorough search
We formed an Interim Office of the Chief Executive, headed by Andrew Anagnost, Chief Marketing
Officer and SVP, Business Strategy & Marketing, and Amar Hanspal, Chief Product Officer and SVP,
Products
- Dr. Anagnost and Mr. Hanspal bring more than 50 years of combined experience at Autodesk,
which has enabled a smooth transition
Mr. Bass will remain on the Board and stand for reelection at the 2017 Annual Meeting
Mr. Bass served as a special advisor, providing counsel to the Interim Office of the Chief Executive
Orderly Executive Transition
CEO Transition
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Identifying Mr. Bass’s
successor is a top priority for
the Board
Our mandate is to identify a
strong leader who can guide
Autodesk through the next
phase of growth
We are being highly selective
in seeking an exceptional
individual, and are evaluating
both internal and external
candidates
8
In its evaluation of director candidates, including the members of the Board eligible for re-election, the Corporate Governance and
Nominating Committee seeks to achieve a balance of knowledge, experience and skills on the Board.
The Board should reflect directors who possess the following qualities:
1. are predominantly independent
2. have high integrity
3. have broad, business-related knowledge and experience at the policy-making level in business or technology, including their
understanding of the software industry and Autodesk's business in particular
4. have qualifications that will increase overall Board effectiveness
5. have varied and divergent experiences, viewpoints and backgrounds
6. meet requirements as may be required by applicable rules, such as financial literacy with respect to audit committee members
Thoughtful Approach to Board Refreshment
Mr. Clarke and Mr. Ferguson have been included in the slate of directors standing for election at the 2017 Annual Meeting but will
resign from the Board after a new CEO of Autodesk is appointed
- The Board will appoint the new CEO to fill Mr. Clarke’s vacancy on the Board
- Autodesk has engaged executive search firm Egon Zehnder to identify an additional independent director
Mr. Bass will remain on the Board and has been nominated for reelection at the 2017 Annual Meeting
Orderly Director Transition
Director Transition
Risk Oversight
9
Our Board, as a whole and through its committees, is responsible for the oversight of risk management
The involvement of the full Board in setting our business
strategy at least annually is a key part of its oversight of risk
management
The full Board receives updates from our executive officers
and outside advisers regarding certain risks Autodesk faces,
including litigation and various operating and corporate
governance risks
Senior executive officers attend all meetings of the Board
and its standing committees and are available to address
any questions or concerns raised by the Board regarding
risk management and any other matters
Annually, the Board holds strategic planning sessions with
senior executive officers to discuss strategies, key
challenges, and risks and opportunities for Autodesk
Division of Risk Oversight Across Our Committees Risk Oversight Process
Audit Committee:
Responsible for overseeing the management of risks
associated with Autodesk's financial reporting, accounting
and auditing matters
Compensation and Human Resources Committee:
Oversees our executive officer succession planning and risks
associated with our compensation policies and programs
Corporate Governance and Nominating Committee:
Oversees the management of risks associated with director
independence, conflicts of interest, composition and
organization of our Board, and director succession planning
Compensation Program Overview
Element Purpose Payout Range FY17 CEO Performance Measures
Base Salary Forms basis for competitive compensation package N / A None
Short-term
Incentive
Opportunities
Motivate achievement of
strategic priorities relating
to the business model
transition while maintaining
our year-over-year non-
GAAP spend
0% - 150%
of target
Net new model subscription
additions
New model ARR
Non-GAAP total spend
Total subscription renewal rate
Deferred revenue
PSU
Align compensation with
key drivers of the business
and relative shareholder
return and encourage focus
on near-term and long-term
strategic objectives
0% - 180%
of target shares
Change in Autodesk
Stock Price
Net new model subscription
additions
New model ARR
Non-GAAP total spend
Total subscription renewal rate
Relative TSR (multi-year)
Autodesk stock price
RSU
Encourage focus on long
term shareholder value
creation and promote
retention
Change in Autodesk
Stock Price Autodesk Stock Price
Principal Elements
"At Risk"
90%
Other
10%
Long Term Equity
78%
Other
22%
FY17 CEO Compensation
FY17 Target CEO Compensation
Tied to LT Equity
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New performance metrics align management incentives with key business model transition goals
Strong Corporate Governance and Compensation Practices
Emphasis on variable, “at risk” compensation
Long-term performance orientation
Clawback policy
Significant stock ownership requirements
Double-trigger change in control provisions
No excise tax gross-up
Effective risk management
Hedging prohibition
Compensation Governance Practices
Annual Board elections
Independent chair
Majority voting standard
Shareholder right to act by written consent
Thorough risk assessment processes
No poison pill
No exclusive forum provision
Corporate Governance Practices
Our Board is committed to ensuring that stockholder feedback
informs our strong governance practices and compensation programs
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12
We provide equity compensation to a broad base of our employees as an incentive to increase long-term stockholder value
We are requesting an additional 12.2 million shares to be granted under our Plan
Approval of an Amendment and Restatement of the 2012 Employee Stock Plan
Key Consideration for Stockholders:
Absent approval, shares available to grant will likely be depleted in FY19
We plan to continue to provide this broad based employee incentive
component as a means to attract key talent or reward and retain our
employees critical to achieving our business objectives
The Board believes the potential dilution to stockholders is reasonable and
sustainable relative to peer and market practices
Autodesk has an active buyback program that reduces dilution from equity
grants
The Board unanimously recommends that you vote FOR the
approval of the amendment and restatement of the 2012 employee stock plan
Limitations on Annual Equity Grants
Director and Executive Equity Holding Program
No In-the-Money Stock Options
Prohibition Against Stock Option Repricings
Section 162(m) Qualification
Independent Administration
Equity Compensation Governance Practices
Stock Plan Summary and Principal Features
We Request Your Support at the 2017 Annual Meeting
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Board Voting Recommendation
FOR the election of the 10 director nominees
FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public
accounting firm
FOR the advisory vote on executive compensation
for a ONE YEAR frequency of executive compensation vote
FOR the approval of an amendment and restatement of the Autodesk 1998 Employee Qualified
Stock Purchase Plan
FOR the approval of an amendment and restatement of the Autodesk 2012 Employee Stock Plan
Our Board asks for your support at our 2017 Annual Shareholder Meeting
© 2017 Autodesk. All rights reserved.
Autodesk and the Autodesk logo are registered trademarks or trademarks of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. All other brand names, product names, or trademarks belong to their respective holders.
Autodesk reserves the right to alter product and services offerings, and specifications and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this document.