Logitech 2013 Annual Report Download - page 63

of performance-based awards such as PSUs, whether or not the minimum performance condition is met,
and, if so, the level of performance. Actual equity award value delivered also is significantly impacted by
appreciation or depreciation in Logitech’s share price between the grant and vesting dates.
(2) Mr. Darrell joined the Company as President on April 9, 2012 and was appointed as Chief Executive Officer
of the Company effective January 1, 2013.
Determination of long-term equity incentive awards
The Compensation Committee is responsible for approving who should receive equity incentive awards,
when the awards should be made, the vesting schedule, and the number of shares or other rights to be granted.
Long-term equity incentive awards may be granted only by the Compensation Committee or the full Board of
Directors. The Compensation Committee regularly reports its activity, including approvals of grants, to the Board.
We do not have any program, plan, or practice to select equity compensation grant dates in coordination with the
release of material non-public information, nor do we time the release of information for the purpose of affecting
value. We do not backdate options or grant options retroactively.
Timing of grants
Long-term equity incentive award grants to executive officers are typically and predominantly approved at
regularly scheduled, predetermined meetings of the Compensation Committee. These meeting are scheduled up to
18 months in advance and take place before the regularly scheduled, predetermined meetings of the full Board. On
limited occasions, grants may be approved at an interim meeting of the Compensation Committee or by consent,
for the purpose of approving the hiring and compensation package for newly hired or promoted executives. The
timing of interim meetings or consents, if they occur, is based on the activity which generated the need for the
meeting or the consent, not Logitech’s share price. In fiscal year 2013 grants were made to new hires and promoted
employees, including those at the executive officer level, through regularly scheduled monthly written consents of
the Compensation Committee.
BRACKEN DARRELL’S NEW HIRE PACKAGE
In April 2012, Logitech appointed Mr. Darrell to the role of President, with the expectation he would succeed
Mr. De Luca as Chief Executive Officer in January 2013. When establishing Mr. Darrell’s compensation package,
the Compensation Committee based its decisions on competitive market data for chief executive officer positions
provided by the Compensation Committee’s independent compensation consultant, as well as the compensation
and benefits package Mr. Darrell had with his previous employer.
The Compensation Committee positioned Mr. Darrell’s cash compensation package between the 25th and 50th
percentile of the market for chief executive officers based on the expectation he would be assuming the role of chief
executive officer in January 2013. Mr. Darrell’s base salary is $750,000 and his annual bonus target percentage is
100%. In January 2013, Mr. Darrell was appointed to the role of chief executive officer, with no associated changes
to his compensation.
When developing Mr. Darrell’s equity package, the Compensation Committee targeted his new hire equity
package at the 50th percentile of the market for chief executive officers to ensure that, over time, he will have an
ownership position and equity value consistent with those held by our compensation peer group chief executive
officers. Mr. Darrell’s equity package consists of (1) 500,000 stock options to provide a meaningful upside for
successindrivingtheprofitablegrowthofthebusiness;(2)100,000RSUstooffsetaportionoftheearned,but
notvestedlong-termincentivesMr.Darrelllostwhenleavinghisformeremployer;(3)1,200,000premium-priced
stock options, or PPOs, with exercise prices between $14 and $20, which have value only if there is a significant
increase in Logitech’s stock value. We believe this equity package will provide exceptionally rewarding incentives
to Mr. Darrell if he is able to lead the Company in driving a substantial increase in Logitech’s market value.
Mr. Darrell received a relocation assistance package to move him and his family from Switzerland to the
United States that includes payments for certain relocation costs and expenses such as airfare, house purchase
and sale assistance (including reimbursement for a qualified home purchase of up to 2% of the purchase price and
PROX Y STATEMENT
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