Andrew Anagnost

About Andrew Anagnost

Andrew Anagnost, 60, has served as Autodesk’s President and Chief Executive Officer since 2017 and as a director since 2017. He holds a B.S. in Mechanical Engineering (CSU Northridge) and M.S./Ph.D. in Engineering Science/Aeronautical Engineering & Computer Science (Stanford). Under his leadership, Autodesk executed a multi‑year transformation to a resilient subscription model and a new transaction model with platform/AI focus. FY2025 performance: revenue $6.1B (+12% YoY), GAAP operating income $1.4B (+19% YoY), free cash flow $1.6B (+23% YoY). Cumulative TSR indexed to 158.16 in FY2025; FY2025 relative TSR modifiers were 105% (3‑yr), 96% (2‑yr), 109% (1‑yr). Pay design ties annual bonuses to revenue and non‑GAAP operating income, and PSUs to revenue, free cash flow, and relative TSR.

Past Roles

External Roles

Fixed Compensation

• CEO pay mix: 95% variable/at‑risk; 88% long‑term equity (FY2025) .
• Base salary held flat at $1,040,000 for FY2025; target annual bonus set at 150% of base; actual bonus paid $1,516,320 (97.2% of target).

Multi‑year summary (total compensation):

Performance Compensation

Annual EIP (bonus) design and FY2025 outcome:

FY2025 equity awards and structure:

• Granted mix: 60% PSUs, 40% RSUs; RSUs vest in three equal annual installments; PSUs earned based on annual financials (revenue, FCF) and relative TSR (1‑, 2‑, 3‑year measurement windows), 0–200% payout.
• Andrew Anagnost FY2025 awards: Target value $23,000,000; PSU target 53,914 shares; RSU 35,943 shares.

PSU vesting results certified in FY2025:

PSUs earned (Andrew Anagnost):

Forward-looking design changes (FY2026): replaced PSU FCF metric with “Non‑GAAP Income from Operations less SBC expense”; moved TSR to single 3‑year period; PSUs move to 3‑year cliff vesting (RSUs temporarily 2‑year vesting 50%/50% in FY2026–2027 during transition).

Equity Ownership & Alignment

• Beneficial ownership: 94,636 shares; Autodesk shares outstanding 214,297,198 as of 3/31/2025 (≈0.04% ownership; derived).
• Stock ownership guidelines: CEO required to hold 6x base salary; NEOs in compliance as of latest review.
• Hedging/pledging prohibited for directors/executives; no holding in margin accounts permitted.
• Clawback: Board‑adopted policy compliant with SEC/Nasdaq for recovery of excess incentive pay upon restatement (fault not required); prior misconduct‑based clawback also remains.

Outstanding unvested equity at FY2025 year‑end (market value at $311.34):

Vesting cadence and selling pressure indicators:

• RSUs granted 4/10/2024 vest in three equal annual installments beginning March 27, 2025 (typical annual vest near late March); PSU tranches earned for FY2025 were scheduled to vest March 27, 2025—these dates often coincide with concentrated Form 4 activity.

Options:

• No options exercised by NEOs in FY2025; Autodesk has not granted options since 2019; option repricing prohibited.

Employment Terms

Key provisions (CEO employment agreement, amended April 2022):

• Termination without cause / resignation for good reason (non‑CIC): 200% of base salary; pro‑rata bonus (subject to plan funding); time‑based equity vests fully; performance‑based equity vests pro‑rata based on actual performance; up to 12 months health benefits; 12‑month non‑compete/non‑solicit.
• CIC + qualifying termination (double‑trigger): 200% of base salary + target bonus; pro‑rata target bonus; full acceleration of all unvested equity (incl. performance awards at target); up to 18 months health benefits.
• Company‑wide severance and CIC programs apply to NEOs (CEO has bespoke agreement for severance/CIC as noted). No excise tax gross‑up; cutback applies if beneficial.

Potential payouts (as of 1/31/2025, illustrative):

Other benefits/perquisites:

• FY2025 “All Other Compensation” included authorized executive/spouse travel and related tax gross‑ups ($128,658 travel; $63,789 tax gross‑ups). No excise tax gross‑ups for CIC benefits.

Board Governance

• Role: Director since 2017; not independent under Nasdaq standards (as CEO).
• Board leadership: Separate, independent Chair (Stacy J. Smith); 9 of 10 nominees independent; regular executive sessions.
• Committees: CEO is not a committee member; all three standing committees (Audit; Compensation & Human Resources; Corporate Governance & Nominating) composed entirely of independent directors.
• Attendance: FY2025—Board held 9 meetings; committees held 39 meetings; each director attended 100% of their meetings.
• Nomination: Company agreed to nominate Anagnost to the Board while he serves as CEO.
• Director pay: Employee‑directors (incl. CEO) receive no additional director compensation.

Compensation Governance, Peer Group, and Say‑on‑Pay

• Governance practices: No option repricing; no hedging/pledging; robust stock ownership; clawbacks; majority performance‑based LTI; independent comp consultant (Exequity LLP).
• Benchmarking peer group (FY2025): Adobe, Akamai, ANSYS, Block, Cadence, DocuSign, EA, Fortinet, Gen Digital, Intuit, NetApp, Palo Alto Networks, PTC, Salesforce, ServiceNow, Splunk (acquired), Synopsys, Workday; Autodesk (for reference).
• Say‑on‑Pay result: 82.1% support at 2024 Annual Meeting; FY2026 PSU changes (3‑yr TSR; SBC metric) respond to investor feedback.

Performance & Track Record

• Strategic achievements: Led subscription and transaction model transformations; expanded TAM through connected solutions; prioritized cloud/platform/AI investments.
• FY2025 business performance: revenue $6.1B (+12% YoY); GAAP operating income $1.4B (+19% YoY); free cash flow $1.6B (+23% YoY). Net income $1,112M.
• Capital returns: ~$3.8B repurchased over last 4 years; authorization remained under 2022/2024 programs as of FY2025.
• PSU relative TSR outcomes (FY2025 certification): 3‑yr 54th percentile (105% multiplier), 2‑yr 47th (96%), 1‑yr 57th (109%).

Risk Indicators & Red Flags

• Positive: No hedging/pledging; robust clawback; independent chair; double‑trigger CIC; no excise tax gross‑ups; no option repricing; strong ownership guidelines; high director/committee attendance.
• Watch items: Use of perquisite tax gross‑ups (e.g., travel‑related) for CEO in FY2025; continued share usage/overhang managed via buybacks and plan limits (share increase to 43.75M authorized under amended 2022 EIP proposed for approval).

Equity Ownership & Alignment (Beneficial Ownership Snapshot)

Compensation Structure Analysis

• Mix and risk: 95% of CEO pay is variable, with 60% of LTI in PSUs tied to revenue/FCF and relative TSR, reinforcing pay‑for‑performance; RSUs provide retention ballast.
• Metric evolution: FY2026 PSU redesign tightens alignment to investor focus on profitability and SBC; longer TSR horizon mitigates short‑termism and increases difficulty.
• Cash vs equity: Base salary flat; majority of value from multi‑year equity subject to performance/vesting—limiting guaranteed pay escalations.

Investment Implications

• Alignment and incentives: Strong pay‑for‑performance design (high PSU mix, TSR modifier, rigorous revenue/profit metrics), robust governance (clawback, anti‑hedging/pledging, independent chair) and stock ownership guidelines suggest high alignment with shareholders.
• Retention and selling pressure: Significant unvested RSU/PSU over multi‑year schedules supports retention; expect recurring vest‑related selling windows around late March (e.g., March 27 cadence) and fiscal year‑end PSU certifications. Monitor Form 4s accordingly.
• Change‑in‑control protection: CEO’s CIC benefits are substantial (illustrative total ~$64.8M) with double‑trigger equity acceleration—standard for large‑cap software, but a consideration in strategic scenarios.
• Governance risk: Limited—no excise gross‑ups, no option repricing, high attendance, and responsive metric changes following investor feedback; modest perquisite tax gross‑ups warrant monitoring.