Vistaprint 2012 Annual Report Download - page 127

Compensation Committee Approach
In determining the compensation of our executive officers, our Compensation Committee takes into account
the analysis and recommendations of the Committee’s independent compensation consultant (currently Towers
Watson), data from the “primary” comparison peer group described below, and detailed tally sheets summarizing
our executive officers’ current and historical compensation. The Compensation Committee generally seeks to pay
our executives total compensation (including base salary, annual cash incentive, and long-term incentive awards)
at the 75th percentile of our primary peer group for extraordinary performance and then applies its own dis-
cretion to take into account any other factors it may deem relevant in any given fiscal year, such as general eco-
nomic conditions, the internal equity of compensation among our executives, each executive’s experience and
role, and individual performance. The Committee does not assign specific weights to particular factors but
considers them together in determining compensation. The Committee also reviews forecasts of compensation
trends that may be applicable to us in the future using a second “aspirational” comparison peer group that
assumes annual revenues, industry, growth rates, and market capitalizations comparable to Vistaprint in the
future if Vistaprint were to achieve its current business objectives.
With Towers Watson’s assistance, our Compensation Committee has developed a “primary” comparison
peer group consisting of publicly traded firms that have characteristics that are currently comparable to Vistaprint
or comparable to where Vistaprint expects to be in the near future: High growth, annual revenue in the range of
$975.0 million to $2.6 billion, in the same general industry as Vistaprint, and market capitalization between
$1.1 billion and $3.0 billion. Each year, the Compensation Committee updates the peer group selection criteria
and the members of the primary peer group to add new companies that meet the criteria and remove companies
that no longer meet the criteria or that are acquired or cease doing business. For fiscal 2012, the primary peer
group consisted of the following 22 companies:
Cadence Design Systems
Inc.
Compuware Corporation
CoreLogic, Inc.
Deluxe Corporation
DST Systems Inc.
Equinix, Inc.
Genpact Ltd.
Global Payments Inc.
IAC/InterActiveCorp.
Jack Henry & Associates
Inc.
Lender Processing
Services, Inc.
Monster Worldwide, Inc.
Open Text Corp.
Parametric Technology
Corporation
Quest Software Inc.
Rackspace Hosting, Inc.
Sohu.com Inc.
Solera Holdings Inc.
Tibco Software, Inc.
Total System Services,
Inc.
VeriFone Systems, Inc.
Zebra Technologies
Corporation
The Compensation Committee engages independent compensation consultants and manages the relationship
with these firms. During fiscal 2012, the Committee engaged Towers Watson to provide the compensation con-
sulting services described below, and Towers Watson did not provide any other services to Vistaprint besides
compensation consulting services:
‰Competitive analysis and recommendations to the Compensation Committee with respect to the compensa-
tion of our executive officers;
‰Competitive analysis and recommendations to our Compensation Committee and Chief Executive Officer
with respect to the compensation of members of our senior management team who are not executive offi-
cers;
‰Review of and feedback on our proposed executive compensation design featuring premium-priced share
options; and
‰Detailed equity utilization analysis comparing the number of shares that Vistaprint grants per year pur-
suant to equity compensation awards and the number of shares subject to outstanding equity compensation
awards and available for grant under our equity compensation plans with both our primary and aspira-
tional peer groups, to assist the Compensation Committee in setting our practices of granting equity to our
employees.
Proxy Statement
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