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Equity Compensation | 3 Months Ended
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Apr. 30, 2024
Share-Based Payment Arrangement [Abstract] |
Equity Compensation | Equity Compensation Restricted Stock Units A summary of restricted stock activity for the three months ended April 30, 2024, is as follows:
| Unvested restricted stock units |  | Weighted average grant date fair value per share
| (in thousands) |  |
Unvested restricted stock units at January 31, 2024 | 5,371 |  |  | $ | 203.87 |
Granted | 2,280 |  |  | 239.60 |
Vested | (1,527) |  |  | 207.80 |
Canceled/Forfeited | (92) |  |  | 205.06 |
Performance Adjustment (1) | (32) |  |  | 194.63 |
Unvested restricted stock units at April 30, 2024 | 6,000 |  |  | $ | 217.06 |
_______________ (1)Based on Autodesk's financial results and relative total stockholder return for the fiscal 2024 performance period. The performance stock units were attained at rates ranging from 75% to 96% of the target award. The fair value of the shares vested during the three months ended April 30, 2024 and 2023, was $396 million and $274 million, respectively. During the three months ended April 30, 2024, Autodesk granted 2 million restricted stock units. Restricted stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. Autodesk recorded stock-based compensation expense related to restricted stock units of $127 million and $130 million during the three months ended April 30, 2024 and 2023, respectively. During the three months ended April 30, 2024, Autodesk granted 7 thousand performance stock units for which the ultimate number of shares earned is determined based on the achievement of performance criteria at the end of the stated service and performance period. The performance criteria for the performance stock units vested during the three months ended April 30, 2024, was based on revenue and free cash flow goals adopted by the Compensation and Human Resource Committee. Performance stock units are not considered outstanding stock at the time of grant, as the holders of these units are not entitled to any of the rights of a stockholder, including voting rights. Autodesk recorded stock-based compensation expense related to performance stock units of $6 million and $11 million for the three months ended April 30, 2024 and 2023, respectively. Common Stock Autodesk recorded stock-based compensation expense related to common stock shares of $1 million and $6 million for the three months ended April 30, 2024 and 2023, respectively. 1998 Employee Qualified Stock Purchase Plan (“ESPP”) Under Autodesk’s ESPP, which was approved by stockholders in 1998, eligible employees may purchase shares of Autodesk’s common stock at their discretion using up to 15% of their eligible compensation, subject to certain limitations, at 85% of the lower of Autodesk's closing price (fair market value) on the offering date or the exercise date. The offering period for ESPP awards consists of four, six-month exercise periods within a 24-month offering period. A summary of the ESPP activity for the three months ended April 30, 2024 and 2023, is as follows:
| Three Months Ended April 30, |  |
| 2024 |  | 2023 |  |  |  |
Issued shares (in thousands) | 433 |  |  | 434 |  |  |  |  |
Average price of issued shares | $ | 164.81 |  |  | $ | 163.59 |  |  |  |  |
Weighted average grant date fair value of shares granted under the ESPP (1) | $ | 79.14 |  |  | $ | 71.34 |  |  |  |  |
_______________ (1)Calculated as of the award grant date using the Black-Scholes Merton (“BSM”) option pricing model. Stock-based Compensation Expense The following table summarizes stock-based compensation expense for the three months ended April 30, 2024 and 2023, as follows:
| Three Months Ended April 30, |  |  |  |
| 2024 | 2023 |  |  |  |  |  |  |
Cost of subscription and maintenance revenue | $ | 9 |  | $ | 9 |  |  |  |  |  |  |  |
Cost of other revenue | 3 |  | 3 |  |  |  |  |  |  |  |
Marketing and sales | 53 |  | 62 |  |  |  |  |  |  |  |
Research and development | 66 |  | 69 |  |  |  |  |  |  |  |
General and administrative | 18 |  | 22 |  |  |  |  |  |  |  |
Stock-based compensation expense related to stock awards and ESPP purchases | 149 |  | 165 |  |  |  |  |  |  |  |
Tax (benefit) expense | (15) |  | 1 |  |  |  |  |  |  |  |
Stock-based compensation expense related to stock awards and ESPP purchases, net of tax | $ | 134 |  | $ | 166 |  |  |  |  |  |  |  |
Stock-based Compensation Expense Assumptions Autodesk determines the grant date fair value of its share-based payment awards BSM option pricing model or the quoted stock price on the date of grant, unless the awards are subject to market conditions, in which case Autodesk uses the Monte Carlo simulation model. The Monte Carlo simulation model uses multiple input variables to estimate the probability that market conditions will be achieved. Autodesk uses the following assumptions to estimate the fair value of stock-based awards:
| Three Months Ended April 30, 2024 |  | Three Months Ended April 30, 2023
| Performance Stock Units (1) |  | ESPP |  | Performance Stock Units |  | ESPP
Range of expected volatility | N/A |  | 28.7 - 34.5% |  | 40.9 - 42.5% |  | 40.0 - 42.4%
Range of expected lives (in years) | N/A |  | 0.5- 2.0 |  | N/A |  | 0.5 - 2.0
Expected dividends | N/A |  | —% |  | —% |  | —%
Range of risk-free interest rates | N/A |  | 4.6 - 5.4% |  | 4.3 - 4.7% |  | 4.3 - 5.0%
(1)There were no performance stock units granted during the three months ended April 30, 2024, where the fair value was estimated by a Monte Carlo simulation. Autodesk estimates expected volatility for stock-based awards based on the average of the following two measures: (1) a measure of historical volatility in the trading market for the Company’s common stock, and (2) the implied volatility of traded options to purchase shares of the Company’s common stock. The expected volatility for performance stock units subject to market conditions includes the expected volatility of companies within the S&P North American Technology Software Index with a market capitalization over $2.0 billion, depending on the award type. The range of expected lives of ESPP awards are based upon the four six-month exercise periods within a 24-month offering period. Autodesk does not currently pay, and does not anticipate paying in the foreseeable future, any cash dividends. Consequently, an expected dividend yield of zero is used in the BSM option pricing model and the Monte Carlo simulation model. The risk-free interest rate used in the BSM option pricing model and the Monte Carlo simulation model for stock-based awards is the historical yield on U.S. Treasury securities with equivalent remaining lives. Autodesk recognizes expense only for the stock-based awards that ultimately vest. Autodesk accounts for forfeitures of our stock-based awards as those forfeitures occur.

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