Deborah Clifford

About Deborah Clifford

Deborah L. Clifford serves as Chief Strategy Officer at Autodesk (effective May 31, 2024) after serving as Chief Financial Officer since March 2021, reporting to the CEO; her transition coincided with continued operating strength and the completion of Autodesk’s “direct billing” go‑to‑market model launch in FY2025 . During FY2025, Autodesk delivered record revenue of $6.1B (+12% YoY), GAAP operating income of $1.4B (+19%), and free cash flow of $1.6B (+23%), underscoring a pay‑for‑performance regime centered on revenue growth, non‑GAAP operating income, free cash flow, and relative TSR modifiers in incentive plans . Relative TSR used in PSU programs showed 1‑year TSR of 19% (57th percentile), 2‑year TSR of 41% (47th percentile), and 3‑year TSR of 26% (54th percentile) for the FY2025 performance certifications; the prior proxy disclosed 1‑year TSR of 18% and 5‑year TSR of 72% through FY2024, framing medium‑term shareholder outcomes during her finance leadership period .

Past Roles

Fixed Compensation

Performance Compensation

• Executive Incentive Plan (EIP) structure and FY2025 results | Performance Metric | Weight | Actual (USD mm) | Target (USD mm) | Attainment % | Funding | Weighted Funding | |---|---:|---:|---:|---:|---:|---:| | Total Revenue | 60% | 6,131 | 6,224 | 98.5% | 95.0% | 57.0% | | Non-GAAP Income from Operations | 40% | 2,231 | 2,222 | 100.4% | 100.6% | 40.2% | | Total | 100% | — | — | — | — | 97.2% |

• FY2025 equity grant (ongoing LTI is mix of 60% PSUs / 40% RSUs; RSUs vest in 3 equal annual installments beginning Mar 27, 2025) | Grant Detail (FY2025) | Value / Shares | |---|---:| | Target Grant Value ($) | $6,700,000 | | PSUs (Target #) | 15,705 | | RSUs (#) | 10,470 | | RSU Vesting Convention | 3 equal annual installments beginning Mar 27, 2025 |

• PSU plan design and FY2025 certification

  • Metrics: Total Revenue (60%) and Free Cash Flow (40%) with Relative TSR modifier (+/−33%) over 1/2/3‑year periods; earned range 0–200% of target . FY2025 financial attainment was 98.8% of target; TSR multipliers were 109% (1‑yr), 96% (2‑yr), 105% (3‑yr) .
  • Deborah L. Clifford PSU tranches earned in FY2025: | PSU Award Tranche | Target PSUs | Actual PSUs Earned | |---|---:|---:| | Apr 2022 Award – 3rd Tranche | 4,761 | 4,951 | | Apr 2023 Award – 2nd Tranche | 5,993 | 5,693 | | Jul 2024 Award – 1st Tranche | 5,235 | 5,653 |

• FY2026 changes (go-forward): Replace FCF with “Non‑GAAP Income from Operations less SBC” in PSUs; use 3‑year TSR only; move PSUs to 3‑year cliff vest to enhance long‑term alignment .

Equity Ownership & Alignment

• Beneficial ownership and policies | Item | Detail | |---|---| | Beneficially owned shares (3/31/2025) | 15,602 shares | | Shares outstanding (3/31/2025) | 214,297,198 | | Ownership as % of shares outstanding | ≈0.007% (15,602 / 214,297,198; computed from cited figures) | | Executive stock ownership guideline | 3x base salary; all NEOs satisfied guidelines as of latest review | | Hedging / pledging | Prohibited for executives and directors; no margin/pledge allowed | | Clawback | Dodd‑Frank compliant clawback adopted Dec 1, 2023; prior misconduct-based clawback remains |

• Outstanding unvested equity (as of Jan 31, 2025) | Grant Date | Unvested Shares (#) | Market Value ($) | Notes | |---|---:|---:|---| | 04/10/2022 | 4,951 | 1,541,444 | PSU tranche; earned as of FY2025 year‑end; vest Mar 27, 2025 | | 04/10/2022 | 3,174 | 988,193 | RSU/PSU per plan footnotes | | 04/10/2023 | 11,686 | 3,638,319 | PSU tranche earned; vest Mar 27, 2025 | | 04/10/2023 | 7,990 | 2,487,607 | RSU/PSU per plan footnotes | | 07/10/2024 | 16,124 | 5,020,046 | PSU first‑year tranche earned; vest Mar 27, 2025 | | 04/10/2024 | 10,470 | 3,259,730 | RSU scheduled vesting |

• Stock vesting activity (FY2025) | Metric | Value | |---|---:| | Shares vested | 20,902 | | Value realized on vesting ($) | 5,467,336 |

Note on insider selling pressure: We did not find Form 4 data via available tools; however, FY2025 shows sizable vesting (20,902 shares) which can create periodic liquidity events around scheduled vest dates (e.g., tax‑related sell‑to‑cover). We relied on proxy vesting disclosures and could not retrieve Form 4s within current toolset .

Employment Terms

• Company programs and covenants (applicable to NEOs; CFO/CSO participant)

  • Severance Plan (non‑CoC): Lump‑sum 1.5x base pay + 1.5x target bonus; 12 months of RSU acceleration and 12 months of continued PSU vesting (performance‑based); 12 months of COBRA‑equivalent cash; outplacement; subject to release, confidentiality, non‑disparagement and non‑solicit covenants .
  • Executive Change‑in‑Control Program: Double‑trigger; 1.5x base + 1.5x target bonus (lump‑sum) + pro‑rata target bonus; full acceleration of all outstanding equity at target for PSUs; 18 months medical/dental premium reimbursement; 280G “better‑of” cutback/no gross‑up .
  • Clawback and trading restrictions: Dodd‑Frank clawback; no hedging/pledging/margin .

• Modeled payouts for Deborah L. Clifford (as of Jan 31, 2025) | Scenario | Total Benefits and Payments ($) | |---|---:| | Involuntary Not‑For‑Cause or Good Reason (non‑CoC) | 10,252,497 | | Involuntary Not‑For‑Cause or Good Reason (with CoC) | 19,281,945 | | Disability | 20,187,043 | | Death | 18,139,135 |

Compensation Structure Notes (Alignment and Benchmarking)

• Metrics and weightings: EIP based 60% on total revenue and 40% on non‑GAAP income from operations; PSUs based on revenue and FCF (FY2025), plus relative TSR modifiers over 1/2/3 years; 0–200% payout curve .
• FY2025 outcomes: EIP funded at 97.2%; PSU financial attainment 98.8% with TSR multipliers 96–109% across tranches; Deborah’s individual EIP payout was 97.2% of target ($568,620) .
• Peer group and pay positioning: Compensation peer group includes Adobe, Cadence, Synopsys, ServiceNow, Salesforce, Workday, etc.; committee references size‑regressed median and adjusts for performance, role, and retention .
• Say‑on‑Pay and investor feedback: 82.1% approval in 2024; investor input led to FY2026 PSU changes (replace FCF with “Non‑GAAP OpInc less SBC,” adopt 3‑year TSR and cliff vesting) to tighten alignment with shareholder priorities on profitability and SBC .

Related Party / Governance Signals

• No related‑party transactions requiring Audit Committee approval in FY2025; Compensation Committee comprised solely of independent directors with no interlocks; robust anti‑hedging/pledging and stock ownership policies for executives .

Investment Implications

• Alignment: Clifford’s pay is heavily “at‑risk” and tied to revenue growth, profitability, FCF, and relative TSR—with FY2025 payouts near target—indicating a design that scales with company performance rather than guaranteed cash .
• Retention risk: Significant unvested RSUs/PSUs and double‑trigger CoC protection reduce near‑term flight risk; her modeled severance is moderate (1.5x salary+bonus) vs typical tech peers, balancing retention and shareholder protections .
• Selling pressure: Scheduled RSU/PSU vesting (20,902 shares vested; $5.47M realized in FY2025) may create periodic sell‑to‑cover activity, but hedging/pledging is prohibited, preserving alignment; beneficial ownership is modest at ~0.007% of outstanding shares .
• Program evolution: FY2026 PSU metrics shift toward profitability (non‑GAAP OpInc less SBC) and 3‑year TSR/cliff vesting—tightening capital discipline and long‑term alignment as Autodesk scales its platform/AI strategy .