Jeff Epstein
AutodeskAbout Jeff Epstein
Jeff Epstein (age 68) was appointed to the Autodesk Board as an independent director effective immediately following the June 18, 2025 Annual Meeting, after serving as a non‑voting observer per a cooperation agreement with Starboard Value. He is Operating Partner and Head of Corporate Development at Bessemer Venture Partners; formerly EVP & CFO of Oracle, with prior CFO roles at DoubleClick and Nielsen’s Media Measurement & Information Group. He holds a BA from Yale and an MBA from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bessemer Venture Partners | Operating Partner and Head of Corporate Development | 2011–present | Leads BVP CFO Council; advises portfolio companies |
| Oracle | EVP & CFO | 2008–2011 | Led global finance at large-scale tech company |
| DoubleClick | CFO | Prior to acquisition by Google | Scaled finance; sold to Google for $3.1B |
| Nielsen Media Measurement & Information Group | CFO | 1988–2004 (among CFO roles) | Guided major transformations |
| King World Productions | CFO | 1988–2004 (among CFO roles) | CFO experience across media |
Qualifications: Deep SaaS/technology finance operations, transaction execution, audit and reporting oversight; extensive public board service .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Twilio Inc. | Director; Chair since 2024 | 2017–present | Board chair leadership |
| Okta, Inc. | Director | 2021–present | Identity security governance oversight |
| AvePoint, Inc. | Director | 2021–present | Cloud data management governance |
| Couchbase, Inc. | Director | 2015–present | Database platform oversight |
| Booking Holdings, Inc. | Director | 2003–2019 | MV grew ~$1B→$80B during tenure |
| Shutterstock, Inc. | Director | 2012–2021 | Marketplace governance |
| Poshmark, Inc. | Director | 2018–2023 | Marketplace governance |
| Kaiser Permanente | Director (non-profit) | 2013–present | Health system governance |
Board Governance
- Independence: The Board determined upcoming additions Jeff Epstein and A. Christine Simons are independent under Nasdaq standards and Company guidelines .
- Appointment path: Autodesk entered a cooperation agreement with Starboard on April 23, 2025; Epstein and Simons were appointed as observers until the Annual Meeting and become full directors immediately after. Both will execute standard indemnification agreements, and there are no Item 404(a) related‑party transactions disclosed for Epstein .
- Committee assignments: Not assigned at time of 8‑K; agreement provides each new director will be appointed to at least one standing committee following appointment .
- Board effectiveness context: FY2025 saw 9 Board meetings and 39 committee meetings; each director attended 100% of meetings for their service period. Independent directors meet in executive session each quarter .
- Outside directorships limit: Corporate Governance Guidelines limit service to no more than four public boards (including Autodesk) without CGNC consent. The Committee annually reviews capacity and affirmed nominees’ compliance and capacity; directors must notify Chair/CGNC before accepting additional boards .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual Board retainer (cash) | $75,000 | Non‑employee director retainer |
| Annual equity grant (RSUs) | $250,000 grant-date value | Subsequent annual RSUs; vest over one year |
| Initial equity grant (RSUs) | $250,000 grant-date value, prorated | For newly appointed directors; vests at next annual meeting |
| Chair of Board fee | +$75,000 | Additional for non‑executive Chair role |
| Audit Committee Chair fee | +$25,000 | Additional fee |
| Compensation Committee Chair fee | +$20,000 | Additional fee |
| Corporate Governance & Nominating Chair fee | +$10,000 | Additional fee |
| Election to convert cash fees to RSUs | Up to 100% at $1.20 of stock per $1 cash foregone | Elected RSUs; issued at start of cycle; vest at next annual meeting |
| Deferral of director RSUs | Permitted | Under 2022 Equity Incentive Plan; distributions per election |
| Director compensation policy application | Applies to Epstein | Company will compensate new directors per policy; RSU agreement for directors |
Performance Compensation
- None disclosed for directors. Autodesk’s director pay uses cash retainers and time‑based RSUs; no options or performance‑conditioned equity for directors .
Other Directorships & Interlocks
| Company | Relationship to Autodesk | Potential Interlock / Conflict |
|---|---|---|
| Twilio, Okta, AvePoint, Couchbase | Technology companies (communications, identity, data management, database) | No related‑party transactions disclosed for Epstein; independence affirmed |
| Booking, Shutterstock, Poshmark | Prior public boards | No conflicts disclosed |
Expertise & Qualifications
- Financial and operational leadership at large-scale SaaS and technology firms; transaction execution including DoubleClick sale to Google. Extensive audit, reporting, and risk oversight experience through public board service and audit committee exposure; leadership of CFO council at Bessemer .
- Education: BA in Economics and Political Science (Yale); MBA (Stanford GSB) .
Equity Ownership
| Item | Policy / Status |
|---|---|
| Director Stock Ownership Policy | Directors must own shares equal in value to at least 5x the base annual cash retainer (i.e., $375,000) |
| Hedging & pledging | Prohibited for directors; no margin accounts or pledging Autodesk securities permitted |
| Beneficial ownership | Security Ownership table as of March 31, 2025 does not include upcoming directors; no individual ADSK share ownership for Epstein disclosed at appointment |
Governance Assessment
- Strengths: Independent appointment with deep finance, SaaS, and audit expertise; independence affirmed; no related‑party transactions; strong director equity alignment via $250,000 RSU grants and optional RSU election; robust anti‑hedging/pledging and ownership policy; Board’s high meeting cadence and 100% attendance benchmark enhance oversight .
- Signals to monitor: Appointment pursuant to activist cooperation agreement (Starboard) may shift Board priorities toward profitability; agreement deems new directors “Incumbent Board/Continuing Director” for change‑in‑control definitions in key plans, potentially affecting continuity mechanics . Epstein’s current four public boards plus Autodesk would exceed the guideline limit of four without consent; the CGNC reviews capacity annually—overboarding risk mitigated if consent provided and workload managed .
- Engagement backdrop: Autodesk recorded 82.1% say‑on‑pay support at the 2024 Annual Meeting and engaged with holders of over 60% of shares in FY2025, indicating constructive investor dialogue—a positive governance environment into which Epstein joins .
RED FLAGS: Potential overboarding (four current public boards + Autodesk exceeds guideline absent CGNC consent) . Activist‑driven appointment warrants monitoring for conflicts of interest or undue influence, though independence and non‑disparagement/standstill terms are in place .