John Cahill
AutodeskAbout John T. Cahill
John T. Cahill (age 67) is an independent director of Autodesk, appointed in December 2024, and currently serves as Chair of the Audit Committee and an SEC-defined “financial expert.” He brings prior CEO, CFO, and COO experience and extensive board service at large-cap companies. Cahill holds a B.A. from Harvard University and an M.B.A. from Harvard Business School . Autodesk reports he attended 100% of applicable Board and committee meetings in FY2025 and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Heinz Company | Vice Chair | 2015–Present | Senior operating/oversight role at global CPG; adds investor perspective to Board |
| Kraft Foods Group, Inc. | Chairman and Chief Executive Officer | 2014–2015 | Led transformation around Kraft’s merger with H.J. Heinz |
| Kraft Foods Group, Inc. | Chairman | 2012–2014 | Board leadership during corporate transition |
| Ripplewood Holdings LLC | Industrial Partner | 2008–2011 | Private equity operating experience |
| PepsiCo / The Pepsi Bottling Group, Inc. | Various (Chairman & CEO, CFO, COO) | 1989–2007 | Led PBG separation from PepsiCo and IPO execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group Inc. | Director | 2013–Present | Public company board experience (committees not disclosed here) |
| Colgate-Palmolive Company | Director | 2005–Present | Public company board experience (committees not disclosed here) |
| The Medical University of South Carolina Foundation | Board | Not disclosed | Non-profit board service |
Board Governance
- Committee assignments: Audit Committee (Chair, effective May 2, 2025); prior Audit Committee member pre-chair transition .
- Financial Expert status: Identified as an SEC “financial expert” on the Audit Committee .
- Independence: Determined independent under Nasdaq and Company guidelines; Autodesk maintains a substantial majority-independent Board .
- Attendance & engagement: 100% attendance by all directors in FY2025; Board held 9 meetings; Committees (Audit 27; Compensation & HR 7; Corporate Governance & Nominating 5) .
- Tenure on ADSK Board: Director since 2024 .
- Executive sessions: Independent directors meet in regular executive sessions each quarter .
- Outside boards policy: Limit of four public boards (including ADSK); Corporate Governance & Nominating Committee affirmed director capacity and compliance .
Fixed Compensation (Non-Employee Director)
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $75,000 | Standard non-employee director cash retainer |
| Audit Committee Chair fee | $25,000 | Additional fee for Audit Chair role; Cahill became Chair 5/2/2025 |
| Non-Executive Chair add’l fee (if applicable) | $75,000 | Not applicable to Cahill |
| FY2025 cash actually paid to Cahill | $0 | Reported “Fees Actually Paid in Cash” shows $0 for Cahill in FY2025 |
Policy features:
- Directors may elect to convert up to 100% of annual fees into RSUs at a 20% premium ($1.20 in RSUs per $1.00 cash foregone); election windows precede each annual cycle. Cahill’s election is marked “N/A” given his mid-cycle appointment .
- Annual director award limits: Combined cash plus equity capped at $750,000 per fiscal year .
Performance Compensation (Equity)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (prorated initial/annual) | 12/18/2024 | 491 | $143,780 | Director RSU grants generally vest over 1 year; initial RSUs vest at the next annual meeting following grant (Cahill appointed mid-cycle) |
Program details:
- Standard director equity: $250,000 target annual RSU grant on the date of the annual meeting; initial grants upon appointment are prorated and vest at the next annual meeting; annual RSUs vest over one year .
- Several directors elect to receive fees as RSUs at a 20% premium; Cahill had no such conversion in FY2025 .
- No stock options are granted to directors under current practice; plan prohibits option repricing and includes recoupment features .
Other Directorships & Interlocks
| Company | Type | Interlock/Notes |
|---|---|---|
| American Airlines Group Inc. | Public company board | Current director |
| Colgate-Palmolive Company | Public company board | Current director |
| Autodesk Compensation Committee interlocks | Committee disclosure | Company reports no compensation committee interlocks existed in FY2025 |
Expertise & Qualifications
- Deep financial and operational background: Prior CEO, CFO, COO; led major strategic transactions (e.g., PBG separation and IPO; Kraft transformation through the Heinz merger) .
- Private equity perspective (Ripplewood) and long-tenured board service at large-cap companies (American Airlines, Colgate-Palmolive) enhance governance and investor-alignment perspective .
- Recognized Audit Committee “financial expert”; now chairs ADSK’s Audit Committee .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 2,491 | Includes 2,060 held indirectly by trust; “<1%” of outstanding shares |
| Outstanding unvested RSUs (1/31/2025) | 491 | From RSU grant dated 12/18/2024 |
| Ownership guidelines | 5x annual cash retainer | All directors complied in FY2025 |
| Hedging/pledging policy | Prohibited | Company policy prohibits hedging and pledging by directors |
Governance Assessment
- Strengths: Independent director with heavyweight finance/operating credentials; designated Audit Committee financial expert and now Audit Chair overseeing financial reporting, controls, auditor independence, and cyber risks related to financial controls; perfect attendance record; compliance with stock ownership guidelines; no Section 16(a) filing delinquencies .
- Compensation alignment: Director pay dominated by equity (RSUs) with the option to convert cash to RSUs at a premium; clear limits and no option repricing; recoupment features in plan; FY2025 compensation for Cahill consisted solely of a prorated RSU grant with no cash fees paid, aligning incentives with shareholders .
- Conflicts/related-party exposure: Autodesk reports ordinary-course transactions (e.g., software purchases by entities where directors are executives) but none that met thresholds requiring Audit Committee approval in FY2025; the Related Party Transactions Policy requires Audit Committee review above $120,000 with recusal as needed .
- Capacity/overboarding risk: Company policy caps public company boards at four; the Corporate Governance & Nominating Committee affirmed compliance and capacity; Cahill’s current board roles (AAL, CL, ADSK) and vice-chair role at KHC are within policy bounds .
RED FLAGS: None disclosed. Watch items include multiple external commitments (AAL, CL, KHC vice chair), though the company’s annual capacity review affirmed compliance, and attendance was 100% in FY2025 .