Vistaprint 2012 Annual Report Download - page 125

The chair of the Nominating and Corporate Governance Committee will forward communications to all
supervisory directors if the communications relate to substantive matters and include suggestions or comments
that he considers to be important for the supervisory directors to know. In general, the chair is more likely to
forward communications relating to corporate governance and corporate strategy than communications relating
to ordinary business affairs, personal grievances, and matters as to which Vistaprint may receive repetitive or
duplicative communications.
Shareholders who wish to send communications on any topic to our Supervisory Board should address such
communications to:
Supervisory Board
c/o Corporate Secretary
Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Overview
Our success depends on our ability to attract and retain top talent in a competitive marketplace, and to moti-
vate that talent to achieve outstanding short- and long-term performance. Accordingly, our Compensation Com-
mittee, which oversees the compensation program of our executive officers, designed an executive compensation
program that is intended to:
‰provide an overall level of compensation that is competitive with the compensation levels of companies of
similar size, complexity, revenue, and growth potential to Vistaprint;
‰reflect the desired caliber, level of experience, and performance of our executive team; and
‰pay commensurate with Vistaprint’s performance, with total compensation weighted heavily toward
performance-based compensation that is tied to operating or stock performance.
Redesign of our long-term compensation program. Based on our pay-for-performance compensation phi-
losophy, feedback from the Committee’s independent compensation consultant (Towers Watson), and our share-
holders’ suggestions from the outreach process described below, the Compensation Committee redesigned the
long-term incentive component of our executive compensation program in late fiscal 2012. As a result of this
redesign, we granted to our executive officers multi-year, premium-priced share options designed to increase the
emphasis on Vistaprint’s long-term performance and our new five-year growth strategy using share price as the
primary performance metric, and we did not grant any long-term cash incentive awards to our executive officers
for fiscal 2013. The premium-priced share options have the following features, which the Compensation
Committee believes provide strong alignment of performance-based compensation with long-term shareholder
value creation, significant downside risk for the executives if Vistaprint performs poorly, and significant upside
potential if Vistaprint performs well:
‰The options have an exercise price of $50.00 per share, which was at least 33% higher than the closing
price of Vistaprint’s ordinary shares on NASDAQ on the grant dates. The Compensation Committee chose
this exercise price in part because it is higher than the highest of the three-, six-, and twelve-month trailing
averages of Vistaprint’s share price on NASDAQ as of the July 28, 2011 public announcement of our
five-year growth strategy. This premium exercise price ensures that Vistaprint’s executives do not realize
returns on these awards until the effectiveness of our five-year strategy is reflected by our share price
being higher than those three-, six-, and twelve-month trailing averages.
‰Robert Keane, our Chief Executive Officer, has an additional share price hurdle before he can realize any
returns from his premium-priced options, which is that, in addition to the vesting schedule described
Proxy Statement
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