Blake Irving
AutodeskAbout Blake Irving
Blake Irving (age 65) has served on Autodesk’s Board since 2019 and is an independent director. He currently chairs the Corporate Governance and Nominating Committee (CGNC), effective May 2, 2025, and brings deep product strategy and scale-up experience from CEO and senior product roles at GoDaddy, Yahoo, and Microsoft; he holds a B.A. in Art (San Diego State University) and an MBA (Pepperdine Graziadio) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoDaddy Inc. | Chief Executive Officer | 2013–2018 | Transformed the company into a global cloud platform using ML/analytics; revenue doubled and market value quadrupled to $9B . |
| Yahoo! Inc. | Chief Product Officer | 2010–2012 | Led product strategy at scale . |
| Pepperdine Graziadio Business School | Professor | 2009–2010 | Academic role bridging practice and teaching . |
| Microsoft Corporation | Corporate VP, Windows Live Platform Group; various senior roles | 1992–2007 | Senior leadership across platform and consumer services . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DocuSign, Inc. (NYSE) | Director | 2018–Present | Public company board (technology) . |
| ZipRecruiter, Inc. (NYSE) | Director | 2018–Present | Public company board (online jobs marketplace) . |
| GoDaddy Inc. (NYSE) | Director | 2014–2018 | Prior board seat concurrent with CEO tenure . |
| Flowhub, LLC | Director | 2020–Present | Private company . |
| McLaren Racing | Advisory Board Member | 2018–Present | Advisory governance role . |
Board Governance
- Committee assignments:
- Corporate Governance & Nominating Committee – Chair (effective May 2, 2025) .
- Compensation & Human Resources Committee – Member during FY2025; prior composition included Irving (with McDowell and Rahim); committee composition changed May 2, 2025 and Irving rotated off .
- Independence: Board has affirmatively determined Irving is independent under Nasdaq standards .
- Attendance and engagement:
- FY2025: Board met 9 times; committees met 39 times; each director attended 100% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Directors attended Autodesk University (Nov 2024) for continuing education .
- CGNC scope: Oversees director qualifications and succession, governance guidelines, ESG policy review (political contributions/lobbying), board and director evaluations, and committee mandates .
- Stockholder engagement: Management and, in certain cases, independent directors met with holders of over 60% of outstanding shares in FY2025 .
- Outside board limits: Autodesk guidelines cap public company boards at four (including ADSK); the CGNC annually reviews compliance – affirmed sufficiency of capacity for all nominees .
Fixed Compensation
| Component | Amount / Detail | Timing/Terms |
|---|---|---|
| Base annual cash retainer | $75,000 (fees earned) | Annual cycle; ability to elect RSUs in lieu of cash . |
| CGNC Chair fee | $10,000 (additional) | Applies for committee chair service. |
| Subsequent Annual RSU grant | 984 RSUs; grant-date fair value $249,759 | Granted 07/16/2024; vests over one year . |
| Elected RSUs (in lieu of cash) | Election: 100% of fees to RSUs for the 2024–2025 cycle | Directors receive a 20% stock premium for cash foregone . |
| Elected RSUs – Grant detail (06/21/2023 cycle) | 432 RSUs + 72 RSUs (20% premium); fair values $89,847 and $14,975 | In-lieu-of-cash election for prior cycle. |
| Elected RSUs – Grant detail (07/16/2024 cycle) | 354 RSUs + 59 RSUs (20% premium); fair values $89,852 and $14,975 | In-lieu-of-cash election current cycle. |
| Fees actually paid in cash (FY2025) | $0 (elected RSUs) | Shows realized cash outcome. |
| Total FY2025 director comp | $339,841 (fees earned $75,000; stock awards $264,841) | Reported in director comp table . |
Director compensation structure: non-employee directors receive a $75,000 cash retainer and $250,000 RSUs annually; committee chair fees add $10,000 (CGNC), $20,000 (Comp), $25,000 (Audit); directors may convert up to 100% of cash fees to RSUs at a 1.20x premium; elected RSUs vest at next annual meeting; annual RSUs vest over one year .
Performance Compensation
- Non-employee director equity is time-based RSUs; there are no performance-conditioned awards or cash bonuses tied to metrics for directors disclosed in the proxy .
Other Directorships & Interlocks
- Current public boards: DocuSign, ZipRecruiter .
- Prior public boards: GoDaddy .
- Compensation committee interlocks: None among ADSK compensation committee members during FY2025; no interlock with other companies’ compensation committees existed .
- Related-party transactions: Ordinary-course software purchases by entities affiliated with directors occurred but none met thresholds requiring Audit Committee approval; policy requires Audit Committee review for transactions >$120,000 with directors/5% holders/family members .
Expertise & Qualifications
- Proven CEO/operator with product strategy expertise; scaled GoDaddy via ML/predictive analytics, driving revenue and market value expansion .
- Senior product leadership (Yahoo CPO; Microsoft Windows Live CVP) with deep consumer platform experience .
- Talent and culture builder; experienced in board governance and nominations .
- Education: B.A. (San Diego State University); MBA (Pepperdine Graziadio) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 8,261; less than 1% of outstanding . |
| Aggregate outstanding director RSUs (as of 01/31/2025) | 1,338 RSUs . |
| Director stock ownership guideline | 5× annual cash retainer; all directors complied in FY2025 . |
| Anti-hedging/pledging | Directors prohibited from hedging, pledging, or trading in Autodesk derivative securities . |
| Section 16(a) filings | All required insider filings were timely; no delinquencies . |
Governance Assessment
- Strengths
- Independent director with 100% attendance in FY2025; chairs CGNC overseeing board refresh, evaluations, and governance policies; supports rigorous director selection and ESG oversight .
- Strong alignment: elected 100% of cash fees into RSUs (with premium), holds annual RSU grants; subject to 5× retainer ownership guideline; anti-hedging/pledging policy reduces misalignment risk .
- Board-wide engagement: active shareholder outreach (over 60% of outstanding shares), ongoing governance refresh including new independent additions via cooperation agreement, signaling responsiveness to investors .
- Potential conflicts/monitoring points
- Multiple board roles (DocuSign, ZipRecruiter) within ADSK’s four-board limit; no disclosed related-party transactions; continue monitoring any business dealings with companies where Irving serves, though none met related-party thresholds in FY2025 .
- Historical GoDaddy ties overlap with retiring director Betsy Rafael’s former role at GoDaddy, but no interlocks or related-party findings and Rafael is not standing for re-election .
- Signals for investors
- Governance practices include no excise tax gross-ups on double-trigger CIC, no option repricing, robust clawbacks, and independent committee structures—collectively supportive of investor confidence .
- Board/committee meeting cadence and full attendance indicate high engagement and oversight rigor .