Stephen Milligan
AutodeskAbout Stephen Milligan
Stephen Milligan (age 61) has served as an independent director of Autodesk since 2018. He is a former CEO and CFO with deep operational and financial leadership in the technology industry, designated as a financial expert under SEC rules. He holds a B.S. in Accounting from The Ohio State University and has seven years of board tenure at Autodesk as of FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Western Digital Corporation | Chief Executive Officer; President | CEO 2013–2020; President 2012–2015 | Led multi-year transformation post-HGST acquisition; diversified data infrastructure |
| Hitachi Global Storage Technologies, Inc. | Chief Executive Officer; Chief Financial Officer | CEO 2009–2012; CFO 2007–2009 | Orchestrated operational turnaround to consistent profitability |
| Western Digital Corporation | CFO and senior finance roles | 2002–2007 | Strong financial and accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ross Stores, Inc. | Director | 2015–Present | U.S.-listed public company |
| Western Digital Corporation | Director | 2013–2020 | Former CEO; U.S.-listed public company |
Board Governance
- Independence: The Board determined Milligan is independent under Nasdaq standards; he is designated a financial expert. Autodesk’s Board has a substantial majority of independent directors .
- Committee assignments: Audit Committee member; current composition since May 2, 2025 is Cahill (Chair), Blasing, and Milligan .
- Attendance: In FY2025 the Board met 9 times and committees met 39 times; each director, including Milligan, attended 100% of Board and applicable committee meetings .
- Executive sessions: Regular independent director executive sessions are held each quarter .
- Outside board limit: Autodesk limits directors to no more than four public company boards (including Autodesk) without committee consent; the Corporate Governance and Nominating Committee affirmed compliance for all nominees .
Fixed Compensation
| Component (FY2025) | Amount | Detail/Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Standard for non-employee directors |
| Equity grant (Subsequent Annual RSUs) | $249,759 | 984 RSUs granted 7/16/2024 (vest over one year) |
| Committee chair fees | $0 | Not a chair; Audit Chair is $25,000; Comp Chair $20,000; CGNC Chair $10,000 |
| Non-executive Chair premium | $0 | Applies to Chair only (+$75,000) |
| Fees earned (accounting measure) | $75,000 | Reported in director compensation table |
| Cash actually paid | $0 | He elected 100% of annual fees to RSUs (premium 20%) |
| Stock awards total (FY2025) | $264,841 | Includes annual RSU grant and RSUs in lieu of cash (with 20% premium) |
| Total FY2025 compensation | $339,841 | Sum of fees and stock awards |
Additional RSUs in lieu of cash (director election):
- 6/21/2023 cycle: 432 RSUs + 72 premium RSUs; grant-date fair values $89,847 and $14,975, respectively .
- 7/16/2024 cycle: 354 RSUs + 59 premium RSUs; grant-date fair values $89,852 and $14,975, respectively .
- He elected 100% of annual fees to RSUs in both compensation cycles shown .
Performance Compensation
- Non-employee directors receive time-based RSUs; no performance-based equity or cash incentives are used for director compensation. Annual RSUs vest over one year and elected RSUs in lieu of cash vest over the director compensation cycle .
Other Directorships & Interlocks
- Current public company boards: Ross Stores, Inc. (Director) .
- Prior public company boards: Western Digital Corporation (Director, 2013–2020) .
- Compensation committee interlocks: None existed among Autodesk Compensation Committee members in FY2025; no interlocking relationships with other companies’ compensation committees .
Expertise & Qualifications
- CEO/CFO leadership in global tech, M&A integration (HGST) and financial oversight; transformation experience from storage components to data infrastructure .
- Financial expert designation (SEC definition), reflecting accounting and finance depth .
- Education: B.S. in Accounting, The Ohio State University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,556 | Includes indirect trust holdings |
| Ownership % of outstanding | <1% | Less than 1% of 214,297,198 shares |
| Outstanding RSUs (unvested at 1/31/2025) | 1,338 | As of FY2025 year-end |
| Director stock ownership guideline | 5x annual cash retainer | Mandatory for directors |
| Guideline compliance | Compliant | All directors complied in FY2025 |
Policy alignment and risk controls:
- Prohibitions on hedging, pledging, and holding Autodesk securities in margin accounts apply to directors and executives .
Governance Assessment
- Board effectiveness and engagement: Milligan’s audit expertise (financial expert), 100% attendance, and continued Audit Committee service support strong financial oversight and risk management for Autodesk .
- Independence and conflicts: Independent status affirmed; no related-party transactions requiring Audit Committee approval in FY2025; outside board limits monitored and affirmed .
- Compensation alignment: Electing 100% of fees into RSUs (with one-year vesting) increases equity exposure and alignment with shareholders; no performance incentives that could bias oversight .
- RED FLAGS: None observed in filings—no interlocks, no hedging/pledging permitted, full meeting attendance, and compliance with ownership guidelines. Ongoing monitoring of external commitments (e.g., Ross Stores) is prudent, but Autodesk’s governance policies and annual reviews mitigate overboarding risk .