Rami Rahim
AutodeskAbout Rami Rahim
Rami Rahim (age 54) has served as an independent director of Autodesk since 2022. He is the Chief Executive Officer of Juniper Networks, with deep expertise in AI-native networking and cybersecurity; he holds a B.S. in Electrical Engineering from the University of Toronto and an M.S. in Electrical Engineering from Stanford University, and is a member of IEEE .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Networks | Chief Executive Officer | 2014 – Present | Led strategic transformation from hardware-centric to cloud-delivered SaaS; nearly quadrupled ARR in five years; guided pending HPE acquisition to accelerate revenue growth and margins . |
| Juniper Networks | EVP & GM, Juniper Development & Innovation (JDI) | 2014 (prior roles include EVP/GM Platform Systems; SVP Edge & Aggregation BU; VP/GM EABU) | Executed product leadership across routing/switching platforms and edge aggregation . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Networks | Director (CEO seat) | 2014 – Present | Governance experience at a large-cap networking company; oversight through strategic transition and pending HPE acquisition . |
| IEEE | Member | — | Professional technical standards affiliation . |
Board Governance
- Independence: The Board determined Mr. Rahim is independent under Nasdaq standards .
- Committee assignments:
- Fiscal 2025: Compensation & Human Resources Committee member (no interlocks; not an Autodesk employee) .
- Effective May 2, 2025: Corporate Governance & Nominating Committee member (committee chaired by Blake Irving) .
- Attendance: Board held 9 meetings; committees held 39. Mr. Rahim attended 100% of Board and committee meetings during FY2025 .
- Executive sessions: Regular independent director sessions each quarter, chaired by Stacy J. Smith .
- Outside board limits: As an active public-company executive, directors may serve on no more than two public-company boards (including Autodesk) without CGNC consent; CGNC affirmed all nominees comply .
- Related-party transactions: Policy requires Audit Committee/CFO approval >$120,000; none required Audit Committee approval in FY2025 .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $75,000 | Standard for non-employee directors. |
| Committee Chair Fees | N/A | $25,000 (Audit), $20,000 (Comp), $10,000 (CGNC) apply only to chairs; Mr. Rahim is not a chair . |
| Non-Executive Chair Premium | N/A | $75,000 for Chair; not applicable to Mr. Rahim . |
| Cash Actually Paid (FY2025) | $37,500 | Despite election into RSUs, partial cash received per FY2025 cash paid table . |
Performance Compensation
| Equity Instrument | Grant Date | Shares | Grant-Date Fair Value | Vesting/Structure |
|---|---|---|---|---|
| Subsequent Annual RSUs | 7/16/2024 | 984 | $249,759 | One-year vesting over the director compensation cycle . |
| Elected RSUs (cash → RSUs) | 7/16/2024 cycle | 354 (plus 59 premium) | $89,852 (plus $14,975 premium) | Directors can elect up to 100% of cash fees into RSUs at a 20% stock premium; Mr. Rahim elected 100% for the July 16, 2024 – June 17, 2025 cycle . |
Performance metric table (Director equity): Directors receive time-based RSUs; no performance metrics (e.g., revenue, TSR) are applied to director equity grants. Autodesk caps total director compensation (cash plus equity) at $750,000 per fiscal year .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Status |
|---|---|---|---|
| Juniper Networks | CEO & Director | Customer/supplier overlap with Autodesk appears limited; pending HPE acquisition could create future ecosystem ties requiring monitoring | Board determined independence; no related-party transactions required approval in FY2025 . |
Expertise & Qualifications
- Technology leadership in AI-native networking and cybersecurity; drove Juniper’s pivot to cloud-delivered SaaS and ARR growth .
- Large-scale M&A execution (pending HPE acquisition of Juniper) with expected margin expansion and AI/edge-to-cloud strategy alignment .
- Technical credentials (Stanford EE M.S.; IEEE membership) relevant to Autodesk’s platform/AI roadmap .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Stock) | 959 shares; <1% of shares outstanding | As of March 31, 2025; Autodesk had 214,297,198 shares outstanding . |
| Outstanding RSUs (aggregate) | 1,338 shares | RSUs outstanding at January 31, 2025. |
| Director Ownership Guideline | 5× annual cash retainer; all directors in compliance | Alignment policy for directors. |
| Hedging/Pledging | Prohibited for directors under insider trading policy | Enhances alignment; reduces risk of misaligned incentives. |
Insider Trades
- Section 16(a) compliance: Autodesk states all reports were filed timely; no delinquent filings disclosed .
Governance Assessment
- Board effectiveness and engagement: 100% attendance and service across compensation and governance committees indicate strong engagement and oversight continuity as committees refreshed in May 2025; regular executive sessions support independent oversight .
- Independence and conflicts: Independence affirmed; related-party transaction policy in place with none requiring Audit Committee approval in FY2025. Outside board limits address time-commitment risk for active executives; CGNC affirmed capacity compliance .
- Alignment and incentives: Mandatory 5× retainer ownership guideline and prohibition on hedging/pledging enhance alignment. Director equity is time-based RSUs with optional cash-to-RSU election at a premium, reinforcing long-term shareholder orientation without performance metrics that could compromise independence .
- RED FLAGS to monitor:
- Active CEO role during Juniper’s pending sale to HPE could introduce ecosystem overlap risks; ongoing monitoring advisable though independence and related-party controls are in place .
- Time-commitment considerations from external executive responsibilities mitigated by policy limits and 100% attendance in FY2025 .