Stacy Smith
AutodeskAbout Stacy J. Smith
Stacy J. Smith, age 62, is Autodesk’s non‑executive Chair, serving on the Board since 2011 and designated independent under Nasdaq standards; he is a member of the Corporate Governance & Nominating Committee . Smith spent three decades at Intel, including as CFO, Group President of Sales, Manufacturing & Operations, CIO, and EMEA head; he holds a B.B.A. and M.B.A. from the University of Texas . As Chair, he presides over executive sessions and actively engages investors (>40% of shares outstanding; >30 investor meetings in FY2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corporation | CFO; EVP; Group President Sales, Manufacturing & Operations; CIO; EMEA Head | 1988–2018 | CFO tenure saw ~100% TSR increase, outperforming S&P 500; extensive finance, operations, M&A expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kioxia Corporation (TSE) | Executive Chair | 2018–Present | Part‑time “executive chair” oversight role; not day‑to‑day management, not comparable to U.S. CEO |
| Intel Corporation | Director | 2024–Present | Public company board service |
| Wolfspeed, Inc. | Director | 2023–Present | Public company board service |
| Virgin America Inc. | Director | 2014–2016 | Served through acquisition by Alaska Airlines |
| Gevo, Inc. | Director | 2010–2014 | Public company board service |
| Nature Conservancy (California) | Trustee | 2017–Present | Non‑profit board service |
| UT McCombs School of Business | Advisory Board; Lifetime Member | 2007–Present | Academic advisory role |
| Metromile, Inc. | Director | 2018–2021 | Public company board service |
| Note | — | — | Smith intends to depart one current public company board within six months |
Board Governance
- Roles and Independence: Non‑executive Chair since June 2018; independent; presides at quarterly executive sessions of independent directors . Separate Chair/CEO leadership structure maintained .
- Committees: Member, Corporate Governance & Nominating Committee (CGNC); Board comprises solely independent standing committee members .
- Attendance: FY2025—Board held 9 meetings; committees held 39; Smith (and all directors) attended 100% of Board/committee meetings served .
- Investor engagement: Management and independent directors met shareholders representing >60% of outstanding shares; Chair Smith personally met investors representing >40% of shares, >30 meetings in FY2025 .
- Outside directorship limits: Autodesk’s guideline limits directors to ≤4 public boards (including ADSK); CGNC affirmed compliance for all nominees .
Fixed Compensation
| Component | FY2025 Structure | Smith Actuals (FY2025) |
|---|---|---|
| Board annual retainer (cash) | $75,000 | Fees earned or paid in cash $150,000 (includes +$75,000 Chair fee) |
| Chair of the Board fee (cash) | +$75,000 | Included in $150,000 fees |
| Committee chair fees (if applicable) | Audit +$25k; Comp +$20k; CGNC +$10k | Not a committee chair; N/A |
| Cash actually received | Directors may convert up to 100% of fees to RSUs at 1.20x cash foregone | $0 cash actually paid (100% elected RSUs) |
| Director annual equity (RSUs) | $250,000 Subsequent Annual RSUs; Initial RSUs $250,000 upon appointment, prorated | Subsequent Annual RSUs: 984 shares, grant date value $249,759 (7/16/2024) |
Performance Compensation
Directors do not receive performance‑based equity at Autodesk; non‑employee director equity is time‑based RSUs that vest over one year (annual grants) .
| RSU Grant Type | Grant Date | Shares | Grant‑Date Fair Value |
|---|---|---|---|
| Subsequent Annual RSUs | 7/16/2024 | 984 | $249,759 |
| Elected RSUs in lieu of cash (20% premium included) | 6/21/2023 (FY2024 cycle) | 865 + 145 premium | $179,903 + $30,157 |
| Elected RSUs in lieu of cash (20% premium included) | 7/16/2024 (FY2025 cycle) | 709 + 119 premium | $179,958 + $30,205 |
| % of annual fees elected to convert to RSUs | FY2024 cycle; FY2025 cycle | 100%; 100% | 100%; 100% |
Other Directorships & Interlocks
- Compensation Committee interlocks: None—no Autodesk comp committee member was an officer/employee of Autodesk; no interlocking comp committee relationships existed in FY2025 .
- Related‑party transactions: Audit Committee policy requires approval >$120,000; FY2025 ordinary course transactions (e.g., software purchases by entities where a director is an executive) did not require Audit Committee approval .
Expertise & Qualifications
- Finance/Operations/M&A: Decades of large‑scale operational and financial leadership, including Intel CFO; capital allocation, manufacturing, and sales oversight .
- Board leadership: Non‑executive Chair; sets Board agendas, facilitates communication among Board, management, and shareholders .
- Investor engagement: Led extensive investor outreach (>40% of shares), supporting governance transparency and alignment .
- Governance: Member of CGNC; supports director succession, evaluations, ESG oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (3/31/2025) | 19,934 shares; <1% of outstanding shares |
| Shares Outstanding (3/31/2025) | 214,297,198 |
| Outstanding RSUs (1/31/2025) | 1,693 shares |
| Hedging/Pledging | Prohibited for directors; policy bans hedging/pledging/margin accounts |
| Director Ownership Guideline | 5× annual cash retainer; all directors complied in FY2025 |
| Section 16(a) Filings | All filed timely based on company review |
Governance Assessment
- Board effectiveness: Strong separation of Chair/CEO, independent committee structures, executive sessions led by an engaged Chair; 100% attendance reinforces diligence .
- Ownership alignment: Heavy equity mix with full conversion of cash fees to RSUs and 20% premium indicates alignment; compliance with 5× retainer guideline strengthens “skin‑in‑the‑game” .
- Conflicts: Multiple outside boards but within Autodesk’s limit; Kioxia role is oversight only; related‑party screening in place with no transactions requiring Audit approval in FY2025—low conflict exposure .
- Risk indicators: No hedging/pledging allowed; timely Section 16 filings; no compensation committee interlocks—no apparent governance red flags .
- Shareholder confidence signals: Chair’s direct investor engagement and responsiveness (e.g., board refreshment, activism cooperation) support governance credibility and accountability .