Janesh Moorjani
AutodeskAbout Janesh Moorjani
Janesh Moorjani is Executive Vice President and Chief Financial Officer of Autodesk (effective December 16, 2024). He previously served as CFO (since 2017) and later COO (since 2022) of Elastic, with prior leadership roles at Infoblox, VMware, Cisco, PTC, and Goldman Sachs; he holds a B.Com. from the University of Mumbai and an MBA from Wharton . In FY2025 (year ended Jan 31, 2025), Autodesk delivered revenue of $6.1B (+12% YoY), non-GAAP operating income of $2.2B (+14% YoY), and free cash flow of $1.6B (+23% YoY), with incentive plans tied to revenue, non-GAAP operating income, free cash flow and relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Elastic NV | Chief Financial Officer | Since 2017 (at time of ADSK appointment) | Led business transformation, enabled cloud consumption models, expanded global presence, enhanced operating performance |
| Elastic NV | Chief Operating Officer | Since 2022 (at time of ADSK appointment) | Oversaw operations alongside CFO remit to drive execution and efficiency |
| Infoblox; VMware; Cisco; PTC; Goldman Sachs | Executive/leadership roles (various) | Not disclosed | Finance, operations and strategy leadership across enterprise software and infrastructure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cohesity | Board Director | Current | AI-powered data security/data management company |
| PTC | Board Director | Prior | Prior public company directorship |
Fixed Compensation
| Element | Terms |
|---|---|
| Base salary | $650,000 per year (effective upon start) |
| Target annual bonus | 90% of base salary |
| One-time sign-on cash | $500,000 |
Performance Compensation
Annual cash incentive (EIP) – FY2025 company metrics and funding
| Metric | Weight | Target (USD mm) | Actual (USD mm) | Attainment % | Funding % | Weighted funding |
|---|---|---|---|---|---|---|
| Total revenue | 60% | 6,224 | 6,131 | 98.5% | 95.0% | 57.0% |
| Non‑GAAP income from operations | 40% | 2,222 | 2,231 | 100.4% | 100.6% | 40.2% |
| Total | 100% | — | — | — | — | 97.2% payout funding |
Janesh Moorjani – FY2025 EIP payout (prorated for start date)
| Item | Value |
|---|---|
| Target (90% of prorated salary) | $73,726 |
| Payout | $71,662 (97.2% of target) |
Long‑term incentives (LTI)
| Award type | Grant timing | Target value | Vesting / performance |
|---|---|---|---|
| Time‑based RSUs (new‑hire) | Granted upon hire (Dec 16, 2024) | $10,250,000 | Three awards: (1) $2.0M vests in full on the one‑year anniversary of vesting commencement; (2) $2.0M vests in two equal annual installments; (3) $6.25M vests in three equal annual installments |
| Performance‑based RSUs (PSUs) | Granted on FY2026 annual grant date (Apr 10, 2025) | $14,750,000 | Two PSU awards: (1) $11.75M vests over three years in equal annual installments subject to performance; (2) $3.0M vests in full at 3‑year anniversary subject to performance |
| PSU metrics & design (FY2025 grants) | Company‑wide program | — | PSUs funded by one‑year financial results (total revenue & free cash flow) with 1‑, 2‑, and 3‑year Relative TSR modifiers; potential vesting 0–200% of target |
| PSU results certified in FY2025 | Company‑wide program | — | FY2025 tranche results: overall financial attainment 98.8%; TSR multipliers: 3‑yr 105%, 2‑yr 96%, 1‑yr 109% (examples for tranches from 2022–2024 awards) |
| PSU changes (FY2026 cycle) | Program update | — | Replaced Free Cash Flow with Non‑GAAP income from operations less stock‑based compensation; TSR measured over a single 3‑year period; 3‑year cliff vesting for PSUs |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | 0 shares beneficially owned; 0.0% of 214,297,198 shares outstanding |
| Unvested equity outstanding (as of Jan 31, 2025) | RSUs from Dec 16, 2024: 6,539; 6,539; 20,436 (market values shown in company table: $2,035,852; $2,035,852; $6,362,544 respectively, at $311.34/share) |
| Options | None disclosed; company has not granted options since 2019 |
| Ownership guidelines | Senior executives required to hold stock equal to 3x base salary; most recent review indicated NEOs satisfied guidelines |
| Hedging/pledging | Prohibited; no hedging, pledging, margin accounts, or derivatives on ADSK permitted |
Vesting schedule implications and potential selling pressure: new‑hire RSUs include a one‑year cliff vest (granted Dec 16, 2024), two‑year annual installments, and three‑year annual installments, creating identifiable liquidity events at each anniversary (subject to 10b5‑1 or trading window constraints; hedging/pledging prohibited) .
Employment Terms
| Topic | Terms |
|---|---|
| Start date | Appointed CFO Nov 26, 2024; effective Dec 16, 2024 |
| Contract term | No fixed‑term employment agreements; standard executive programs apply |
| Severance plan (non‑CIC) | 1.5x base salary + 1.5x target bonus (lump sum); 12 months acceleration of unvested RSUs; continued PSU vesting for 12 months (performance‑based); 12 months COBRA subsidy; outplacement for 18 months; subject to release and covenants |
| Change‑in‑control (double trigger) | 1.5x base + 1.5x target bonus (lump sum) + pro‑rata target bonus; full acceleration of all equity (PSUs at target); 18 months medical/dental premiums |
| Clawback | Dodd‑Frank compliant policy adopted Dec 1, 2023 covering incentive‑based compensation; separate misconduct clawback remains in effect |
| Non‑solicit/other covenants | Severance benefits conditioned on confidentiality, non‑disparagement and non‑solicitation (other than qualified retirement cases) |
Estimated potential payments (as of Jan 31, 2025)
| Scenario (Jan 31, 2025) | Severance | Pro‑rata bonus | Equity | Health benefits | Total |
|---|---|---|---|---|---|
| Involuntary (not for cause) or Good Reason (non‑CIC) | $1,852,500 | — | $5,174,782 | $65,700 | $7,092,982 |
| Involuntary or Good Reason (CIC, double trigger) | $1,852,500 | $73,726 | $10,434,249 | $49,689 | $12,410,164 |
Compensation Structure Analysis
- Mix and at‑risk pay: Autodesk targets a high share of variable pay; in FY2025, 91%+ of NEO pay was variable, with majority in long‑term equity; Janesh’s initial package is 40% time‑based RSUs and 60% PSUs to balance retention and performance linkage .
- Metrics and rigor: EIP tied to total revenue (60%) and non‑GAAP income from operations (40%); FY2025 funded at 97.2%—near target—after performance vs preset goals . PSUs use revenue and free cash flow (transitioning to profitability‑focused metric in FY2026) plus multi‑year relative TSR, creating explicit pay‑for‑performance alignment .
- Governance: No option repricing; no excise tax gross‑ups; prohibitions on hedging/pledging; robust clawback; independent compensation consultant (Exequity) and defined peer group benchmarking around size‑regressed medians .
Say‑on‑Pay, Peer Group & Shareholder Feedback
- Say‑on‑Pay support: 82.1% approval at the 2024 annual meeting .
- Peer group: Includes Adobe, ANSYS, Cadence, ServiceNow, Salesforce, Synopsys, Workday and others; committee references size‑regressed medians and adjusts for role, performance, and retention .
- FY2026 program updates reflect investor feedback: shift TSR to a single 3‑year period, and replace PSU FCF metric with non‑GAAP operating income less SBC to reduce overlap with annual plan and emphasize quality of earnings .
Performance & Track Record
- Company performance context (FY2025): revenue $6.1B (+12% YoY), GAAP operating income $1.4B (+19% YoY), non‑GAAP operating income $2.2B (+14% YoY), cash from operations $1.6B (+23% YoY), free cash flow $1.6B (+23% YoY) .
- Relative TSR (for PSU tranches certified in FY2025): 1‑year TSR at 57th percentile (109% multiplier), 2‑year at 47th percentile (96%), 3‑year at 54th percentile (105%) .
- Tenure at Autodesk: began Dec 16, 2024; FY2025 outcomes reflect corporate performance preceding and shortly after his arrival .
Related Party Transactions and Risk Indicators
- Related party transactions: Policy requires CFO and Audit Committee approval; none in FY2025 required Audit Committee approval .
- Risk controls: Hedging/pledging prohibited; strong clawback; no option repricing; no CIC gross‑ups; stock ownership guidelines in place .
Investment Implications
- Alignment and retention: The 60% PSU / 40% RSU mix for initial equity plus multi‑year performance metrics supports alignment with long‑term value creation while providing near‑term retention via 1‑ to 3‑year RSU tranches .
- Near‑term selling pressure watch: Significant time‑based new‑hire RSUs vest on the one‑year, two‑year, and three‑year anniversaries of Dec 16, 2024; monitor Form 4 filings and potential 10b5‑1 plans around these dates (hedging/pledging prohibited) .
- Downside protection for executive (shareholder cost): Double‑trigger CIC terms include full equity acceleration at target—typical for sector but material; investors should factor CIC overhang into risk assessment .
- Pay‑for‑performance trajectory: FY2026 LTI changes (profitability emphasis and 3‑year TSR) reduce metric overlap and heighten quality-of-earnings focus, a positive for pay‑for‑performance integrity .
Press release and executive bio: