Karen Blasing
AutodeskAbout Karen Blasing
Karen Blasing (age 68) is an independent director of Autodesk, serving since 2018. She is a former CFO across multiple technology companies and is designated as a Financial Expert under SEC rules. Her education includes a B.A. in Economics and a B.A. in Business Administration from the University of Montana, and an MBA from the University of Washington.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidewire Software, Inc. | Chief Financial Officer | 2009 – 2015 | Led platform build and transformation from perpetual license to recurring revenue model |
| Force 10 Networks | Chief Financial Officer | 2006 – 2009 | Senior financial leadership in networking hardware |
| Salesforce, Inc. | SVP Finance | 2006 – 2009 | Senior finance role at enterprise SaaS leader |
| Nuance Communications, Inc. | Chief Financial Officer | Not disclosed | CFO experience in voice/AI software |
| Counterpane Internet Security, Inc. | Chief Financial Officer | Not disclosed | CFO experience in cybersecurity services |
| Informix (IBM Informix) | Senior finance roles | Not disclosed | Financial leadership in database software |
| Oracle Corporation | Senior finance roles | Not disclosed | Financial leadership at enterprise software leader |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zscaler, Inc. | Director | 2017 – Present | Public company board service in cloud security |
| GitLab, Inc. | Director | 2019 – Present | Public company board service in DevSecOps |
| Ellie Mae, Inc. | Director | 2015 – 2019 | Public board service prior to acquisition |
Board Governance
- Committee assignments: Audit Committee member (current composition since May 2, 2025: Cahill—Chair, Blasing, Milligan) .
- Financial Expert designation (SEC-defined) and independent director status .
- Attendance: 100% of Board and applicable committee meetings in FY 2025; Board held 9 meetings; committees held 39 collectively .
- Engagement: Directors attended Autodesk University in Nov 2024 (continuing education) .
- Outside board limits: Autodesk limits directors to no more than four public-company boards including Autodesk; committee affirmed compliance for all nominees .
Fixed Compensation
| Component | Detail | FY 2025 Amount/Terms |
|---|---|---|
| Annual Board Cash Retainer | Non-employee director | $75,000 |
| Equity Retainer | Subsequent Annual RSUs | 984 RSUs granted 7/16/2024; grant-date fair value $249,759 |
| Committee Chair Fees | Audit Chair | +$25,000 (Blasing is not Chair) |
| Committee Chair Fees | Compensation & HR Chair | +$20,000 (not applicable) |
| Committee Chair Fees | Corporate Governance & Nominating Chair | +$10,000 (not applicable) |
| Meeting Fees | Regular meetings | Not disclosed (no per-meeting fees listed) |
| Cash vs. RSU Election | 1.20x stock premium on fees converted to RSUs | Blasing elected 100% conversion for both cycles listed |
| Elected RSUs (Cycle: Jun 22, 2023–Jun 24, 2024) | RSUs in lieu of cash | 432 RSUs (incl. 72 premium); grant-date value $89,847; premium $14,975 |
| Elected RSUs (Cycle: Jul 16, 2024–Jun 17, 2025) | RSUs in lieu of cash | 354 RSUs (incl. 59 premium); grant-date value $89,852; premium $14,975 |
| Cash Actually Paid in FY 2025 | Based on elections | $0 (converted 100% to RSUs) |
Performance Compensation
- Directors do not receive performance-based awards; equity grants are time-based RSUs with one-year vesting for Subsequent Annual RSUs and vesting at the next annual meeting for Elected RSUs. No PSU/TSR metrics apply to directors.
| Metric | Applicable to Directors | Vesting/Notes |
|---|---|---|
| Performance metrics (Revenue/TSR/FCF) | No | Director RSUs vest time-based over ~1 year |
| Clawback | Executive officers only (SEC-compliant policy) | Directors’ RSUs are not performance-based; clawback policy applies to executives |
Other Directorships & Interlocks
| Company | Interlock/Conflict Indicator | Note |
|---|---|---|
| Zscaler, Inc. | None disclosed | External board service; no Autodesk-related party transactions requiring approval in FY 2025 |
| GitLab, Inc. | None disclosed | External board service; no Autodesk-related party transactions requiring approval in FY 2025 |
| Compensation Committee Interlocks | None | No interlocking relationships existed in FY 2025 among comp committees; Blasing is not a comp committee member |
Expertise & Qualifications
- Former CFO across multiple tech companies with demonstrated business model transformations (e.g., Guidewire shift to recurring revenue) .
- Deep operational and financial expertise; designated Financial Expert under SEC rules; serves on Audit Committee .
- External governance experience spanning cybersecurity and DevSecOps public boards (Zscaler, GitLab) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 6,035 shares | As of March 31, 2025 |
| Ownership as % of shares outstanding | <1% | Shares outstanding: 214,297,198 |
| RSUs outstanding (unvested) | 1,338 RSUs | Aggregate RSUs at 1/31/2025 |
| Stock ownership guidelines | 5x annual cash retainer | Mandatory for directors |
| Guideline compliance | Complied in FY 2025 | Company affirmed all directors complied |
| Hedging/pledging | Prohibited | Company policy bans hedging, pledging, derivative trading by directors |
| Section 16(a) reporting | Timely | Company reported all required filings timely |
Governance Assessment
- Board effectiveness: Blasing strengthens financial oversight as an SEC-defined Financial Expert on the Audit Committee; current Audit composition balances large-cap operator and tech CFO profiles (Cahill—Chair, Blasing, Milligan) .
- Independence and engagement: Independent status, 100% attendance in FY 2025, and participation in Autodesk University demonstrate high engagement quality .
- Alignment: Electing 100% of cash fees into RSUs (with 20% stock premium) and maintaining guideline-compliant ownership supports investor-aligned incentives; grants and elected RSUs are time-based, avoiding pay complexity or option repricing risk .
- Conflicts/related-party: No related-party transactions requiring Audit Committee approval in FY 2025 and no compensation committee interlocks; outside board-limit compliance affirmed by the Corporate Governance & Nominating Committee reduces overboarding risk .
- Policy strength: Anti-hedging/pledging and robust director ownership policy enhance alignment; broader governance signals include 82.1% say-on-pay approval in 2024, indicating generally favorable shareholder views on compensation governance (company-wide) .
RED FLAGS: None disclosed specific to Blasing. No attendance shortfalls, no related-party transactions requiring approval, no hedging/pledging, and no interlocks flagged in FY 2025.