Autodesk now under scrutiny from activist investor, Starboard Value

Autodesk Faces Activist Pressure Amidst Governance Scrutiny

Autodesk, renowned for its innovative 3D design, engineering, and entertainment software, is currently under intense scrutiny from activist investor Starboard Value. This development has significant implications for the company’s governance and operational strategies.

The Urgency of Governance Reforms

On June 17, Starboard Value announced it had filed a lawsuit to delay Autodesk’s 2024 annual meeting, set for July 16, and to reopen the director nomination window. This legal action follows Autodesk’s delayed disclosure of an internal investigation into financial reporting irregularities. Starboard contends that these irregularities may have misled shareholders and compromised their interests. The Delaware Chancery Court ruled against Starboard on June 20, but the activist investor insists that Autodesk needs substantial board enhancement and operational improvements.

Autodesk’s Market Position and Financial Performance

Autodesk is a global leader in design and engineering software, generating about 75% of its revenue from Architecture, Engineering, and Construction (AEC) solutions. These products offer significant recurring revenue and strong pricing power. The remaining revenue comes from manufacturing applications (20%) and entertainment sectors like movies and TV (5%).


With over 90% gross margins and 35% operating margins, Autodesk excels in AEC software. However, Starboard highlights that Autodesk’s operating expenses are significantly higher than its peers. Autodesk spends around 28% of its revenue on sales and marketing versus 23% for peers, and 9% on general and administrative expenses compared to 5-7% for peers. In FY2023, Autodesk’s operating margins of 36% missed its target of 38%, down from an original goal of 40%.

Internal Investigation and Governance Issues

Autodesk’s challenges escalated on April 1, when the company notified shareholders of a delayed annual report due to an investigation into its free cash flow and non-GAAP operating margin practices. Despite signaling a shift towards annual billing for enterprise customers, Autodesk pursued multi-year upfront contracts to meet its FY23 free cash flow goal. This decision, along with the delayed disclosure to the SEC and shareholders, has raised significant governance concerns.

Starboard has criticized Autodesk’s response, particularly the board’s decision to appoint former CFO Deborah Clifford to Chief Strategy Officer instead of dismissing her, questioning the board’s oversight capabilities.

Potential Changes and Future Outlook

The necessary governance changes at Autodesk depend on the extent of the board and management’s involvement in these issues. Starboard is unsure whether a few board seats or a comprehensive overhaul is required. Effective governance reforms could substantially improve operating margins and shareholder value. Currently, Autodesk trades at an EV/CY2025E EBITDA multiple of 19.4x, below the peer average of 23.5x. Achieving peer-level multiples would significantly enhance shareholder value.

Long-term Prospects and Shareholder Actions

Starboard’s patience and strategic persistence suggest that this governance battle may extend into 2025. The proposal on the proxy this year allowing 25% of shareholders to call a special meeting could influence the timeline, but Autodesk’s board might delay implementation.

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Olritz Financial Group

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