Ayanna Howard
AutodeskAbout Dr. Ayanna Howard
Ayanna Howard, age 53, has served on Autodesk’s board since 2019 and is classified as an independent director under Nasdaq standards. She is Dean of the College of Engineering at The Ohio State University and a recognized expert in robotics, human-computer interaction, and AI—expertise Autodesk cites as directly supporting oversight of its AI and innovation pipeline . In fiscal year 2025, each director (including Dr. Howard) attended 100% of Board and committee meetings, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University | Dean, College of Engineering; Professor (ECE and CSE) | 2021–Present | Brings cutting-edge academic/technical AI expertise to Autodesk board oversight |
| Zyrobotics Inc. (non-profit) | Founder and Board Chair | 2013–2025 | Focus on AI-powered STEM tools for early childhood education; innovation perspective |
| Georgia Institute of Technology | Linda J. and Mark C. Smith Professor, School of ECE | 2015–2021 | Academic leadership in robotics/AI |
| Georgia Institute of Technology | Chair, School of Interactive Computing | 2018–2021 | Oversight of computing programs relevant to Autodesk’s AI strategy |
| NASA JPL | Senior Robotics Researcher & Deputy Manager, Office of the Chief Scientist | 1994–2005 | Deep technical background in robotics and autonomy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Motorola Solutions, Inc. (NYSE: MSI) | Director (U.S.-listed) | 2022–Present | Only U.S.-listed public company board disclosed for Dr. Howard |
| U.S. Defense Science Board | Appointed Board Member | 2022–2025 | Government advisory role |
| U.S. National AI Advisory Committee | Appointed Member | 2022–2025 | Federal AI policy advisory |
| National Academy of Inventors | Fellow (Class of 2021) | 2021 | Recognition of innovation |
Board Governance
- Independence: The Board determined Dr. Howard is independent; Autodesk maintains a substantial majority independent board and all committees are composed solely of independent directors .
- Committee assignments (current as of May 2, 2025): Compensation & Human Resources Committee (member). During FY25, she also served on the Audit Committee until May 2, 2025 (committee reconstituted thereafter) .
- Attendance: In FY25, the Board held 9 meetings and committees held 39; each director attended 100% of the meetings of the Board and committees on which they served (including Dr. Howard) .
- Board leadership: Separate Chair and CEO; independent Chair presides over quarterly executive sessions of independent directors .
- Stockholder engagement: Management and, in certain instances, independent directors engaged holders representing over 60% of shares in FY25 .
- No compensation committee interlocks: None existed for FY25; current CHRC members include Reid French (Chair), Dr. Howard, and Ram R. Krishnan .
Fixed Compensation (Director)
| Policy Element | Amount/Structure | Source |
|---|---|---|
| Annual cash retainer (Board member) | $75,000 | |
| Additional cash retainers (Chairs) | Audit Chair $25,000; CHRC Chair $20,000; CGNC Chair $10,000 | |
| Annual equity (Subsequent Annual RSUs) | $250,000 grant-date value (granted at annual meeting) |
| FY2025 Director Compensation (Howard) | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash (accounting presentation) | $75,000 | |
| Stock Awards (grant-date fair value) | $257,936 | |
| Total | $332,936 | |
| Fees actually paid in cash (based on election) | $37,500 |
| Election to Convert Annual Fees to RSUs | June 22, 2023–June 24, 2024 | July 16, 2024–June 17, 2025 | Source |
|---|---|---|---|
| Dr. Ayanna Howard | — | 100% |
Notes:
- Directors may elect up to 100% of fees as RSUs with a 20% premium ($1.20 of stock per $1.00 foregone); Elected RSUs vest at the next annual meeting if the director remains in service .
Performance Compensation (Director Equity Details)
| Equity Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Subsequent Annual RSU (standard $250k) | 7/16/2024 | 984 | 249,759 | Vests over one year |
| Elected RSUs (in lieu of cash fees) | 7/16/2024 | 354 | 89,852 | Vests at next annual meeting (service condition only) |
| 20% Premium on Elected RSUs | 7/16/2024 | 59 | 14,975 | As above; premium for electing stock over cash |
- Director equity is time-based RSUs; there are no performance metrics tied to director equity awards (metrics cited in the proxy apply to NEO PSUs, not directors) .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlocks/Conflicts |
|---|---|---|---|
| Motorola Solutions, Inc. | Director | Not specified in Autodesk proxy | No compensation committee interlocks disclosed by Autodesk |
Autodesk policy limits outside public boards (≤4 total; ≤2 if an active public company executive) and confirms compliance of nominees’ commitments; CGNC reviews capacity annually .
Expertise & Qualifications
- Technical: Robotics, human-computer interaction, AI—explicitly cited as valuable for overseeing Autodesk’s AI foundational models and innovation pipeline .
- Education: B.S. Engineering (Brown), M.S./Ph.D. Electrical Engineering (USC), M.B.A. (Drucker Graduate School of Management) .
- Recognitions: National Academy of Inventors Fellow (2021); Forbes 50 Over 50: Innovation (2024) .
Equity Ownership
| Ownership Item | Value | As-of | Source |
|---|---|---|---|
| Beneficially owned common shares | 2,241 | March 31, 2025 | |
| % of shares outstanding | <1% | March 31, 2025 | |
| RSUs outstanding (aggregate) | 1,338 | January 31, 2025 | |
| Director stock ownership guideline | 5x annual cash retainer | Policy | |
| Compliance with guideline (Board-wide) | All directors in compliance at last review | Policy statement | |
| Hedging/pledging of Autodesk stock | Prohibited for directors | Policy |
Governance Assessment
- Strengths for investor confidence:
- Independence, 100% attendance, and service on key committees (CHRC; prior Audit) indicate strong governance engagement and relevant oversight on pay, human capital, and prior financial controls .
- Deep AI/robotics domain expertise aligns with Autodesk’s strategy to integrate AI into products and operations—valuable for board-level technology oversight .
- Ownership alignment via mandatory 5x retainer stock guideline and prohibition on hedging/pledging; directors can elect fees as stock with a 20% premium, further reinforcing alignment .
- Potential risks/considerations:
- No RED FLAGS disclosed regarding related-party transactions requiring Audit Committee approval in FY25; ordinary-course transactions did not meet thresholds—lower conflict risk .
- No compensation committee interlocks disclosed—reduces cross-board conflict concerns .
Overall, Dr. Howard’s profile supports board effectiveness (attendance, independence, committee service) with specialized AI expertise, while compensation and ownership structures are investor-aligned and free of common red flags like hedging/pledging or related-party transactions requiring approval .