Rebecca Pearce
AutodeskAbout Rebecca Pearce
Executive Vice President and Chief People Officer at Autodesk since January 2022; joined Autodesk in October 2015 after HR leadership roles at Dyson and Microsoft. Age 46 as of May 31, 2024; tenure at Autodesk >10 years with progressive global HR leadership responsibility . During FY2025, Autodesk delivered 12% revenue growth to $6.1B, GAAP operating income $1.4B, non‑GAAP operating income $2.2B, and free cash flow $1.6B; PSU outcomes incorporated relative TSR multipliers of 105% (3‑yr), 96% (2‑yr), and 109% (1‑yr) used for vesting in FY2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Autodesk | VP, People & Places | 2020–2021 | Led global people operations during scaling and business model evolution . |
| Autodesk | Sr. HR Director – Digital Platforms & Corporate Functions | 2018–2020 | Supported corporate and platform organizations through transformation . |
| Autodesk | HR Director, Global Territory Sales | 2018 | Drove sales organization people strategy . |
| Autodesk | HR Director, APJ | 2015–2018 | Built regional people capability across Asia Pacific & Japan . |
| Dyson | HR Director, Global Operations, R&D & Engineering | 2011–2015 | Supported global R&D/engineering scale-up . |
| Microsoft | Asia Pacific HR Leader, Consumer & Online (and other roles) | Prior to 2011 | Led HR for APAC consumer/online businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Pearce . |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary (USD) | $482,684 | $512,804 (6% increase) |
| Target Bonus % of Salary | 80% | 85% |
| Actual Short‑Term Incentive ($) | $361,241 | $421,168 (97.2% of target) |
Performance Compensation
FY2025 Executive Incentive Plan (EIP) Results
| Metric | Weight | Actual | Target | Attainment % | Funding % | Weighted Funding % |
|---|---|---|---|---|---|---|
| Total Revenue (USD mm) | 60% | $6,131 | $6,224 | 98.5% | 95.0% | 57.0% |
| Non‑GAAP Income from Operations (USD mm) | 40% | $2,231 | $2,222 | 100.4% | 100.6% | 40.2% |
| Total | 100% | — | — | — | — | 97.2% payout |
PSU Design and FY2025 Outcomes
- Design: Financial performance (Total Revenue 60% + Free Cash Flow 40%) determines 0–150% of target; multiplied by Relative TSR modifier (67%–133%) measured vs S&P North American Technology Software Index over 1‑, 2‑ and 3‑year periods (cumulative effect across tranches) .
- FY2025 financial attainment: 98.8% (Revenue 95.0% funding; FCF 104.5% funding, weighted) .
- Relative TSR multipliers for FY2025 vesting: 3‑yr 105%; 2‑yr 96%; 1‑yr 109% .
| Award/Tranche | Target PSUs | Actual PSUs Earned | Payout % |
|---|---|---|---|
| Apr 2022 Award – 3rd Tranche (FY2025 measurement) | 2,935 | 3,052 | 104% |
| Apr 2023 Award – 2nd Tranche (FY2025 measurement) | 3,795 | 3,605 | 95% |
| Jul 2024 Award – 1st Tranche (FY2025 measurement) | 3,126 | 3,376 | 108% |
Vesting timing note: FY2025‑earned tranches were subject to vest on March 27, 2025; RSUs vest in three equal annual installments beginning March 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 30, 2024) | 5,865 shares; <1% of outstanding (215,476,226) . |
| Stock Ownership Guidelines | 3x base salary for senior executives; all NEOs met guidelines at review . |
| Hedging/Pledging | Prohibited for all employees and directors, including executives . |
| Clawback | Dodd‑Frank compliant policy adopted Dec 1, 2023; applies to incentive-based comp for restatements; legacy misconduct clawback also in place . |
| 10b5‑1 Plan | Adopted Mar 11, 2025: plan to sell up to 34,683 shares through May 29, 2026 (potential selling overhang) . |
Outstanding Unvested Equity at Jan 31, 2025
| Grant Date | Award Type | Unvested Shares (#) | Market Value ($ at $311.34) |
|---|---|---|---|
| 4/10/2022 | PSU tranche (earned, pending vest) | 3,052 | $950,210 |
| 4/10/2022 | RSU | 1,956 | $608,981 |
| 4/10/2023 | PSU tranches (2nd/3rd) | 5,060 | $1,575,380 |
| 4/10/2023 | RSU | 7,400 | $2,303,916 |
| 7/10/2024 | PSU tranches (1st/2nd/3rd) | 9,626 | $2,996,959 |
| 4/10/2024 | RSU | 6,250 | $1,945,875 |
Stock vested in FY2025: 10,829 shares; value realized $2,832,542 .
Employment Terms
| Program/Term | Key Economics | Triggers/Notes |
|---|---|---|
| Severance Plan (non‑CIC) | Lump sum 1.5x base salary + 1.5x target bonus; 12 months RSU acceleration; 12 months continued PSU vesting subject to performance; outplacement up to 18 months; COBRA cash not applicable for Pearce | Termination without cause or resignation for good reason; subject to release, confidentiality, non‑disparagement and non‑solicit covenants . |
| Executive Change‑in‑Control Program | Double trigger: 1.5x (base + target bonus) + pro‑rata target bonus; full acceleration of unvested equity (PSUs at target); COBRA reimbursement not applicable for Pearce | Applicable within 60 days prior to or 12 months post CIC on qualifying termination; no excise tax gross‑ups . |
| Confirmatory Letter | Company intends to enter a confirmatory employment letter with Pearce to memorialize severance/CIC terms | Disclosure in FY2025 proxy . |
Estimated FY2025 termination values (illustrative): Non‑CIC involuntary/good reason $6.58M; CIC double‑trigger $12.17M; disability $16.15M; death $15.42M (components detailed in proxy) .
Compensation Structure Analysis
- Pay mix: Significant “at‑risk” variable compensation via EIP and PSUs/RSUs; FY2025 PSU/RSU grant value for Pearce $4.0M at target (60% PSUs / 40% RSUs) .
- Year‑over‑year changes: Base salary increased ~6% in FY2025 to better align with peer practices; target bonus raised from 80% to 85% of salary (market alignment) .
- Metric design evolution: In response to investor feedback, FY2026 PSUs replace Free Cash Flow with “Non‑GAAP Income from Operations less Stock‑Based Compensation” and move to a single 3‑year TSR period with 3‑year cliff vesting (greater long‑term alignment, higher retention beta) .
- Governance: No hedging/pledging; Dodd‑Frank clawback adopted; no CIC excise tax gross‑ups; robust ownership guidelines met by NEOs .
Compensation & Incentive Tables
Multi‑Year Total Compensation (SCT)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | $371,859 | $465,521 | $508,908 |
| Stock Awards ($) | $2,040,421 | $2,936,488 | $3,962,067 |
| Non‑Equity Incentive Plan ($) | — | $361,241 | $421,168 |
| All Other Compensation ($) | $151,614 | $81,024 | $84,217 |
| Total ($) | $2,563,894 | $3,844,274 | $4,976,360 |
FY2025 Annual Equity Grants (at grant)
| Award | Target Value | PSUs (#) | RSUs (#) |
|---|---|---|---|
| FY2025 Annual Grant | $4,000,000 | 9,376 | 6,250 |
Performance & Track Record
- FY2025 company results underpinning pay: Revenue +12% to $6.1B; non‑GAAP operating income $2.2B; FCF $1.6B; EIP funded at 97.2% on revenue and non‑GAAP op income goals .
- FY2025 PSU results reflected balanced fundamentals and market performance (financial attainment 98.8%; TSR multipliers 105%/96%/109%), yielding tranche payouts of 104%, 95%, and 108% respectively for Pearce .
Compensation Peer Group and Targeting
- FY2025 peer group includes Adobe, ANSYS, Cadence, ServiceNow, Workday, Palo Alto Networks, Synopsys, PTC, among others (size‑regressed median used for targeting) .
- Say‑on‑pay approval 82.1% at 2024 annual meeting; FY2026 design changes address shareholder feedback on longer PSU horizons and SBC focus .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no option repricing; no CIC tax gross‑ups; clawback in place .
- Insider selling pressure: 10b5‑1 plan adopted to sell up to 34,683 shares through May 29, 2026 (monitor filings for execution cadence) .
- Related party transactions: Audit Committee policy in place; no transactions requiring approval noted for executive officers in FY2025 .
Employment Terms (Detailed)
| Provision | Detail |
|---|---|
| Non‑CIC severance | 1.5x salary + 1.5x target bonus; 12 months RSU acceleration; 12 months continued PSU vesting based on actual performance; outplacement up to 18 months; COBRA cash not applicable to Pearce . |
| CIC (double trigger) | 1.5x salary + 1.5x target bonus + pro‑rata target bonus; full acceleration of equity (PSUs at target); COBRA reimbursement not applicable to Pearce; no excise tax gross‑ups . |
| Covenants | Release, confidentiality; non‑disparagement and non‑solicitation (non‑CIC) . |
Investment Implications
- Alignment: High equity mix (PSUs/RSUs) and ownership guidelines foster pay‑for‑performance; FY2026 PSU redesign (3‑yr TSR, OpInc−SBC) should enhance long‑term alignment and reduce metric overlap risk .
- Retention vs. liquidity: 3‑year cliff PSU vesting increases retention stickiness, while the active 10b5‑1 plan (up to 34,683 shares) introduces measurable, scheduled selling supply; track executions and remaining capacity through 1H26 for near‑term technical pressure .
- Change‑in‑control economics: Double‑trigger terms (1.5x cash + full equity vesting at target) imply moderate CIC leverage; not shareholder‑unfriendly (no gross‑ups) but material enough to influence negotiation dynamics in strategic scenarios .
- Execution risk: FY2025 EIP underperformed target modestly (97.2% payout), while PSUs were near target overall; continued delivery on revenue and profitability (and SBC management emphasized by investors) will be key to sustaining payouts and retention for people‑critical roles like CPO .