Ruth Ann Keene - Executive Vice President, Corporate Affairs, Chief Legal Officer and Corporate Secretary | Autodesk (ADSK) Executive Profile & Compensation

About Ruth Ann Keene

Executive Vice President, Corporate Affairs; Chief Legal Officer and Corporate Secretary at Autodesk. Named among the company’s Named Executive Officers (NEOs) for FY2025; appointed CLO in May 2022 following the prior CLO’s retirement . During her tenure as an NEO, Autodesk delivered record revenue and operating income in FY2025; the FY2025 Executive Incentive Plan (EIP) metrics recorded revenue of $6,131M vs. $6,224M target (98.5% attainment) and non‑GAAP income from operations of $2,231M vs. $2,222M target (100.4%), yielding a 97.2% of-target payout; relative TSR performance used as PSU modifiers showed 1‑yr TSR +19% (57th pctile), 2‑yr +41% (47th), and 3‑yr +26% (54th) for FY2025 calculations . Age and education were not disclosed in the latest proxy.

Past Roles

Organization	Role	Years	Strategic Impact
Autodesk	EVP, Corporate Affairs; Chief Legal Officer and Corporate Secretary	May 2022 – Present	Elevated to CLO after prior CLO retirement; part of NEO group guiding record FY2025 financial performance and EIP/PSU program execution .

Fixed Compensation

Base salary held flat at $540,000 in FY2025 (unchanged vs. FY2024) .

Metric	FY2024	FY2025
Base Salary (USD)	$540,000	$540,000

Performance Compensation

Autodesk uses a blended annual cash EIP and long‑term PSUs/RSUs (60% PSUs / 40% RSUs for NEO annual LTI). EIP metrics emphasize total revenue and non‑GAAP operating income; PSUs are earned on financial results with relative TSR modifiers across 1/2/3‑year periods .

FY2025 EIP Metrics	Weight	Actual (USD mm)	Target (USD mm)	Attainment %	Funding	Weighted Funding
Total Revenue	60%	6,131	6,224	98.5%	95.0%	57.0%
Non‑GAAP Income from Operations	40%	2,231	2,222	100.4%	100.6%	40.2%
Total	100%	—	—	—	—	97.2%

FY2025 Individual EIP	Target % of Salary	Target (USD)	Payout (USD)	Payout vs Target
Ruth Ann Keene	85%	$459,000	$446,148	97.2%

PSU vesting outcomes (FY2025 tranches):

TSR inputs for FY2025 calculations: 3‑yr TSR +26% (54th pctile → 105% multiplier), 2‑yr +41% (47th → 96%), 1‑yr +19% (57th → 109%); financial goal funding 98.8% for FY2025 .

PSU Tranche (Grant)	Financial Funding	TSR Multiplier	Earned as % of Target	Target PSUs	Actual PSUs
Apr 2022 (3rd tranche; FY2025)	98.8%	105%	104%	3,333	3,466
Apr 2023 (2nd tranche; FY2025)	—	96%	95%	3,795	3,605
Jul 2024 (1st tranche; FY2025)	—	109%	108%	3,126	3,376

FY2025 LTI grants to Keene:

Mix: ~60% PSUs / 40% RSUs; approved April–July 2024; RSUs vest in three equal annual installments beginning in March 2025 .

Award Type	Grant Date	Shares (#)	Grant Date Fair Value (USD)
RSU	4/10/2024	6,250	$1,493,813
PSU	6/18/2024	3,333 (target)	$849,348
PSU	6/18/2024	3,795 (target)	$896,189
PSU	7/10/2024	3,126 (target)	$824,139

Multi‑Year Compensation (Summary Compensation Table)

Metric (USD)	FY2023	FY2024	FY2025
Salary	$536,982	$541,473	$544,197
Stock Awards (Grant Date Fair Value)	$2,324,237	$2,951,566	$4,063,489
Non‑Equity Incentive Plan Comp (EIP)	—	$417,355	$446,148
All Other Compensation	$59,977	$55,354	$103,116
Total	$2,921,196	$3,965,748	$5,156,950

Notes:

FY2025 “All Other Compensation” includes $92,032 authorized executive/spouse travel on a business trip and $45,814 tax gross‑ups for certain perquisites .

Equity Ownership & Alignment

Beneficial ownership: 69,568 common shares (<1% of outstanding; 214,297,198 shares outstanding as of Mar 31, 2025) .
Stock ownership guidelines: Senior executives must hold 3x base salary; as of the most recent review, each NEO, including Keene, satisfied the guidelines .
Anti‑hedging/pledging: Policy prohibits hedging, pledging, or trading in Autodesk derivative securities; no excise tax gross‑ups for double‑trigger CIC .

Outstanding unvested awards (as of Jan 31, 2025; market value at $311.34):

Grant Date	Award	Unvested Shares (#)	Market Value (USD)
4/10/2022	PSU (3rd‑year tranche; earned, vest Mar 27, 2025)	2,222	$691,797
4/10/2022	RSU	3,466	$1,079,104
4/10/2023	PSU (2nd/3rd‑year tranches; earned, vest Mar 27, 2025 for 2nd)	7,400	$2,303,916
4/10/2023	RSU	5,060	$1,575,380
7/10/2024	PSU (1st/2nd/3rd‑year tranches; 1st earned, vest Mar 27, 2025)	9,626	$2,996,959
4/10/2024	RSU	6,250	$1,945,875

Vesting and share delivery history (supply considerations):

Fiscal Year	Shares Acquired on Vesting (#)	Value Realized on Vesting (USD)
FY2023	45,885	$8,515,797
FY2024	30,625	$5,955,314
FY2025	33,741	$8,728,818

Employment Terms

Autodesk uses a standard Severance Plan and a double‑trigger Executive Change‑in‑Control (CIC) Program for NEOs. Severance generally equals 1.5x salary plus 1.5x target bonus, with 12 months of RSU acceleration and 12 months of PSU continued vesting (subject to performance) and healthcare premium equivalent payments; CIC benefits require a qualifying termination post‑CIC; no tax gross‑ups .

Estimated payments for Ruth Ann Keene (as of Jan 31, 2025):

Scenario	Severance	Pro‑Rata Bonus	Equity	Benefits/Perqs	Total
Voluntary (Non‑CIC)	$1,498,500	$459,000	$5,381,092	$78,898 health; other insurances not applicable here	$7,417,490
Involuntary Not‑for‑Cause / Good Reason (Non‑CIC)	$1,498,500	$459,000	$5,381,092	$52,599 health	$7,391,191
Involuntary Not‑for‑Cause / Good Reason (CIC)	$1,498,500	$459,000	$10,532,944	$39,780 health	$12,530,224
Disability	—	—	$10,532,944	$2,044,140 disability; $1,620,000 AD&D	$14,197,084
Death	—	—	$10,532,944	$2,000,000 life; $1,620,000 AD&D	$14,152,944

Other governance features:

Clawback policy (updated to comply with SEC/Nasdaq); mandatory stock ownership/holding requirements; prohibition on hedging/pledging; no option repricing .

Compensation Structure Analysis

Mix skews to performance: Annual LTI awarded at ~$4.0M target in FY2025, with 60% PSUs tied to financial performance and relative TSR and 40% time‑based RSUs; STI target was increased from 80% to 85% of salary in FY2025 to align with market practice .
PSU outcomes around par: FY2025 tranches paid ~95%–108% of target driven by near‑target financials and TSR percentiles near the median, indicating calibration around market/plan deliverables rather than outsized windfalls .
Perquisites include modest travel‑related benefits and associated tax gross‑ups; Autodesk discloses no CIC excise tax gross‑ups and bars hedging/pledging, which are shareholder‑friendly features .

Say‑On‑Pay & Shareholder Feedback

Autodesk’s say‑on‑pay historically received strong support (e.g., 92.4% approval in 2022), and the company reports ongoing investor outreach; recent program designs emphasize simplicity and alignment with profitability and TSR .

Investment Implications

Alignment: Keene’s pay mix (85% STI target; 60% PSU / 40% RSU LTI; 3x salary ownership guideline met) incentivizes revenue growth, operating leverage, and TSR relative to software peers; anti‑hedging/pledging and clawbacks further strengthen alignment .
Retention and CIC: Standardized severance and double‑trigger CIC with material equity value continuation/acceleration ($10.53M equity under CIC scenario) reduce transition risk in strategic events and may support continuity through M&A or organizational changes .
Trading signals: Significant annual vesting events (e.g., 33,741 shares in FY2025, $8.73M realized) can create episodic supply near vest dates; monitor 10b5‑1 activity and vesting calendars for potential flow dynamics around March vesting cycles .
Performance calibration: FY2025 EIP payout at 97.2% and PSU payouts ~95%–108% suggest targets set near operational reality; future upside leverage to TSR screens moderate unless financial outperformance or TSR percentile improves materially vs. the S&P North American Technology Software peer set .