Ram Krishnan
AutodeskAbout Ram R. Krishnan
Ram R. Krishnan (age 54) is an independent director of Autodesk (appointed December 2024) and serves on the Compensation and Human Resources Committee (CHRC). He is Executive Vice President and Chief Operating Officer at Emerson Electric Co., with prior leadership roles across flow control and materials engineering, and holds degrees from IIT, RPI, and Xavier University . He attended 100% of Board and committee meetings during FY2025 and was affirmatively determined independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | Executive Vice President & Chief Operating Officer | Feb 2021–Present | Oversight of global sales, business development, supply chain, IT, M&A |
| Emerson Electric Co. | President, Final Control | Nov 2017–Feb 2021 | Led complex lifecycle automation offerings |
| Emerson Electric Co. | President, Flow Solutions; VP Profit Planning; Perfect Execution | Various (since 1994) | Led strategic transactions, incl. NI ($8.2B) and AspenTech stake/full acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aspen Technology, Inc. | Director | 2022–2025 | Industrial software; enhances industrial automation insights relevant to ADSK |
| — | — | — | No other current public company directorships disclosed for Krishnan |
Board Governance
- Committee assignment: Member, Compensation & Human Resources Committee (current CHRC composition: Reid French, Chair; Ayanna Howard; Ram R. Krishnan) .
- Independence: Board determined Krishnan is independent; Autodesk maintains majority-independent Board and independent committees .
- Attendance and engagement: Board held 9 meetings; committees held 39; each director attended 100% of meetings of the Board and their committees in FY2025 .
- Outside board limits: Autodesk limits outside public boards to ≤4 (≤2 if also an active executive of a public company); Corporate Governance & Nominating Committee affirmed compliance for nominees .
- Executive sessions: Independent directors meet in executive session quarterly; Chair presides .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $75,000 | Base for non-employee directors |
| Committee Chair fees | Audit: +$25,000; CHRC: +$20,000; CGNC: +$10,000 | Krishnan is not a chair; no chair fees |
| Non-Executive Board Chair fee | +$75,000 | Not applicable to Krishnan |
| FY2025 Cash received by Krishnan | $0 | Elected to receive equity; no cash paid |
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Initial RSU (prorated) | 12/18/2024 | 491 | $143,780 | Vests at next annual meeting (June 2025) | None (time-based RSUs; directors do not receive PSUs) |
| Elected RSUs (cash foregone premium) | N/A for Krishnan | — | — | Elected RSUs vest on next annual meeting | None; 20% stock premium on foregone cash applies where elected |
Autodesk’s Director Compensation Policy: Non-employee directors receive RSUs ($250,000 grant value annually; initial RSUs prorated for mid-year appointments), and may elect to convert fees into RSUs at a 20% premium; RSUs vest on the following annual meeting .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| CHRC Interlocks | No committee interlocks; no Autodesk officers served on other companies’ comp committees; none historically in FY2025 . |
| Related-party transactions | Policy requires CFO and Audit Committee approval for transactions >$120,000 involving directors; FY2025 included ordinary-course license purchases by entities where directors are executives, but none required Audit Committee approval (not material related-party transactions) . |
| Outside board membership compliance | CGNC annually reviews and affirmed compliance; Krishnan meets limits for executives of public companies . |
Expertise & Qualifications
- Industrial software and complex lifecycle automation expertise; customer insights applicable to Autodesk’s “Design & Make” strategy .
- Led major strategic transactions (NI acquisition, AspenTech stake and full acquisition), adding software acumen and M&A oversight capability .
- Technical and operating background: Metallurgical/Materials engineering and MBA; seasoned COO of a Fortune 500 industrial firm .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/31/2025) | 0 shares; <1% of outstanding | Beneficial ownership excludes unvested RSUs not vesting within 60 days . |
| RSUs outstanding (1/31/2025) | 491 shares | Initial RSU grant as new director . |
| Ownership guidelines | Directors required to hold ≥5× annual cash retainer; all directors complied in FY2025 . | |
| Hedging/pledging | Prohibited for directors and employees; no hedging or pledging allowed . |
Governance Assessment
- Strengths: Independent status; 100% meeting attendance; CHRC membership adds operating discipline to pay-for-performance oversight; adherence to director stock ownership guidelines; prohibition of hedging and pledging; no material related-party transactions requiring approval in FY2025 .
- Alignment: Director compensation mix emphasizes equity (RSUs) with optional fee-to-RSU conversion at a premium, promoting alignment; total FY2025 compensation reflected prorated equity only (no cash), consistent for a mid-cycle appointee .
- Potential conflicts: Krishnan’s COO role at Emerson (a large industrial automation company) implies potential indirect customer/supplier relationships; Autodesk’s policy and FY2025 disclosures indicate ordinary-course transactions did not rise to related-party review thresholds—monitor for future exposure as Autodesk expands industrial software partnerships .
- RED FLAGS: Beneficial ownership at 0 shares as of March 31, 2025 may suggest early-stage “skin-in-the-game” shortfall; mitigated by outstanding RSUs and confirmed compliance with ownership guidelines; continue monitoring accumulation trajectory and any future related-party transactions .
- Shareholder signals: Autodesk’s executive say-on-pay support at 82.1% in 2024 suggests overall pay governance accepted by investors; as CHRC member, Krishnan’s oversight intersects with a program increasingly focused on revenue, non-GAAP operating income, and TSR alignment .
Overall, Krishnan adds industrial software, M&A, and operational rigor to Autodesk’s Board and CHRC amid the company’s platform and AI-led “Design & Make” strategy. Key monitoring items: ongoing equity accumulation toward long-term alignment, and vigilance on potential Emerson-related ordinary-course dealings.