Vistaprint 2010 Annual Report Download - page 128

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Proxy Statement
The Compensation Committee generally seeks to ensure that our executive compensation program is
competitive to help us attract and retain superior talent. The Compensation Committee’s philosophy on
competitive compensation is to base our named executive officers’ target total direct cash and equity
compensation on the 70-80th percentile range of our primary peer group and then apply the Committee’s
discretion to take into account a range of factors such as general economic conditions, the internal equity of
compensation among our executives, each named executive officer’s role in the organization, his or her
experience within the role and individual performance. The Committee does not assign specific weights to
particular factors but considers them together in determining compensation. In fiscal 2010, the total direct
compensation of our named executive officers was within the 50th to 65th percentiles of our primary peer
group. In determining the 2010 compensation levels, the Compensation Committee took into account the
factors described above, with particular emphasis on a desire to limit the company’s expenses in an uncertain
economy.
The Compensation Committee believes that our executive compensation program provides an overall level
of compensation that is competitive with the level of compensation of companies of similar size, complexity,
revenue and growth potential, and that the executive compensation program also reflects the desired caliber,
level of experience and performance of our executive team.
Compensation Components for Executives
The principal elements of our executive compensation program for named executive officers are base
salary, annual cash incentive and a long-term incentive program, or LTIP. The base salary and annual cash
incentive components of the executive compensation program emphasize the realization of defined financial
objectives in the then-current fiscal year, while the LTIP focuses on both the realization of defined longer term
financial objectives and the creation of value for our shareholders as reflected in our share price. In fiscal
2010, the LTIP consisted of stock options, restricted share units and long-term cash incentive awards. Named
executive officers also participate in the standard health and welfare benefits applicable to our employees in
their geographic home locations.
In accordance with our compensation philosophy, the Compensation Committee has established a
pay-for-performance model for our named executive officers, with the total compensation package for fiscal
2010 weighted heavily toward performance-based compensation in the form of annual bonuses and LTIP. Our
named executive officers have a significant portion of their compensation at risk through our annual cash
incentive plan and the LTIP, both of which are based on financial goals that the Compensation Committee
believes are highly challenging but achievable.
Annual Compensation
Base Salary
We use base salary to recognize the experience, skills, knowledge and responsibilities of all employees,
including our named executive officers, and to provide a degree of financial stability. Under our pay for
performance philosophy, the compensation of our employees at higher levels in the organization is generally
more heavily weighted towards variable compensation based on our performance, and base salary generally
accounts for a smaller portion of these employees’ total compensation. Conversely, employees at lower levels
in the organization generally receive more of their compensation in the form of base salary and less in the
form of variable compensation.
The Compensation Committee established base salary compensation levels for named executive officers
based on external market data and our overall compensation philosophy. To establish base salaries for fiscal
2010, the Committee reviewed DolmatConnell’s recommendations with respect to the salary compensation of
officers with comparable qualifications, experience and responsibilities at companies in the primary peer
group. In addition to external market data, the Committee also considered the executive’s role in the
organization, experience within the role, individual performance and internal equity in determining individual
base salary levels. The Committee does not assign specific weights to particular factors but considers them
together in determining base salaries.
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