Logitech 2014 Annual Report Download - page 119

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. In
fiscal year 2014, 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. 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.
OTHER COMPENSATION ELEMENTS
Other compensation
On September 4, 2013, the Compensation Committee granted a cash bonus of $460,000 and an RSU grant
of 250,000 shares to Mr. De Luca in recognition for his service as Logitech’s acting Chief Executive Officer from
July 2011 through January 2013. The Compensation Committee set a two-year vesting term and provided for
acceleration in case Mr. De Luca was involuntarily removed from his role as Chairman. Mr. De Luca’s compensation
had not been adjusted since he assumed these additional responsibilities. After almost a year of deliberations on the
appropriate method of such recognition, this special bonus was based on the recommendation of the Compensation
Committee’s independent compensation consultant and a comparison of Mr. De Luca’s compensation during his
tenure as acting Chief Executive Officer to the Company’s peer group.
Deferred compensation plan
Executive officers based in the United States are also eligible to participate in the Logitech Inc. Deferred
Compensation Plan and a predecessor plan, which are unfunded and unsecured plans that allow employees of
Logitech Inc., the Logitech subsidiary in the United States, who earn more than a threshold amount the opportunity
to defer U.S. taxes on up to 80% of their base salary and up to 90% of their bonus or commission compensation.
Under the plan, compensation may be deferred until termination of employment or other specified dates chosen
by the participants, and deferred amounts are credited with earnings based on investment benchmarks chosen by
the participants from a number of mutual funds selected by Logitech Inc.’s Deferred Compensation Committee.
The earnings credited to the participants are intended to be funded solely by the plan investments. Logitech does
not make contributions to this plan. Information regarding named executive officer participation in the deferred
compensation plans can be found in the Non-Qualified Deferred Compensation for Fiscal Year 2014 table and the
accompanying narrative.
Because the listed officers do not receive preferential or above-market rates of return under the deferred
compensation plan, earnings under the plan are not included in the Summary Compensation table, but are included
in the Non-Qualified Deferred Compensation table.
Severance and related benefits
All named executive officers are eligible to receive benefits under certain conditions in accordance with
Logitech’s Change of Control Severance Agreement (Change of Control Agreement), as described in the section
“Potential Payments Upon Termination or Change in Control.”
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