Vistaprint 2010 Annual Report Download - page 126

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Proxy Statement
• whether the transaction with the related person is entered into on terms no less favorable to us than
terms that could have been reached with an unrelated third party;
• the purpose of, and the potential benefits to us of, the transaction; and
• any other information regarding the related person transaction or the related person that would be
material to investors in light of the circumstances of the particular transaction.
The Audit Committee will review all relevant information available to it about the related person
transaction. The Audit Committee may approve or ratify the related person transaction only if the Committee
determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best
interests. The Committee may, in its sole discretion, impose conditions as it deems appropriate on us or the
related person in connection with approval of the related person transaction.
Related Party Transaction
In December 2009, Robert Keane, our chief executive officer, and Vistaprint SARL, our subsidiary in
France, entered into a 12-month sublease agreement, expiring on December 31, 2010. Under this sublease,
Mr. Keane and his spouse sublet from Vistaprint SARL an office within Vistaprint’s Paris offices for which
they pay Vistaprint A1,000 per month. Although the amounts payable under the sublease were below the
$25,000 threshold set forth in our related person transaction policy described above, our Audit Committee
reviewed and approved the sublease in accordance with the policy.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview and Context
Our success depends on our ability to attract and retain top talent, and to motivate that talent to achieve
outstanding short- and long-term performance. We seek to build a strong leadership team that shares a
compelling, common vision for our future, that is capable of leading the organization to achieve aggressive
financial and operational targets, and that will identify and execute opportunities to profitably expand our
business.
Our Compensation Committee oversees the compensation and perquisites programs of our executive
officers identified in the Summary Compensation Table set forth below, to whom we refer as our named
executive officers. Our named executive officers are also the members of our Management Board. The
Compensation Committee advises and makes recommendations to the Supervisory Board with respect to
Vistaprint’s compensation philosophy and programs and exercises oversight with respect to the payment of
annual salaries, annual cash incentives, long-term equity and cash incentives and benefits to our named
executive officers.
Compensation Philosophy, Guiding Principles and Background
Our compensation philosophy is based on the following guiding principles:
• Enable us to attract and retain superior talent.
• Provide desirable incentives to motivate people toward their highest performance.
• Reward extraordinary performance with compensation that is correspondingly above peer averages.
Conversely, provide mechanisms that result in compensation below peer averages in the absence of
extraordinary performance.
• Promote fair and equitable treatment relative to rewards, considering both internal and external
comparisons.
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