Vistaprint 2013 Annual Report Download - page 130

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salary and less in the form of variable compensation. In accordance with this philosophy, the Compensation
Committee initially allocates the compensation of our executive officers within the percentiles listed below, and
then may use its discretion to adjust each executive officer’s compensation to reflect other factors such as general
economic conditions, the internal equity of compensation among our executives, and the executive’s experience,
role, and performance.
‰Base salary of Mr. Keane, our Chief Executive Officer, at the 25th percentile of our primary peer group
‰Base salaries of our other executive officers at the 35th – 40th percentile of our primary peer group and
published compensation surveys
‰Annual cash compensation (base salary and annual cash incentive) of all executive officers including
Mr. Keane at the 50th percentile of our primary peer group and published compensation surveys
‰Total compensation (base salary, annual cash incentive, and long-term incentive awards) of all executive
officers including Mr. Keane at the 75th percentile of our primary peer group and published compensation
surveys
Base Salary
The Compensation Committee increased Mr. Keane’s base salary by 6% from fiscal 2012 to fiscal 2013 to
maintain his salary at the 25th percentile of our primary peer group. The Committee modestly increased our other
named executive officers’ salaries by 2-5% to maintain their salaries at the 35th – 40th percentile of our primary
peer group and published compensation surveys and also to reflect each executive’s performance and internal
equity with other Vistaprint executives. You can find more information on our named executive officers’ salaries
in the Summary Compensation Table below.
Looking ahead to fiscal 2014, the Compensation Committee has decided not to increase Mr. Keane’s cash
compensation, consisting of base salary and an annual cash incentive award, over his fiscal 2013 levels in order
to maintain his annual cash compensation level at the 50th percentile of our primary peer group as described
above.
Annual Cash Incentive Awards
The Compensation Committee grants annual cash incentive awards to our executive officers to provide an
incentive to executives to achieve financial goals that are tied to the current fiscal year. For fiscal 2013, the
Compensation Committee changed the structure of the annual cash incentives to emphasize revenue over earn-
ings per share, or EPS, in alignment with Vistaprint’s strategic goal to grow its revenue, in contrast to previous
years when annual cash incentive awards were based 50/50 on revenue goals and EPS goals for each fiscal year.
As a result of this change, the fiscal 2013 annual cash incentives are based 90% on Vistaprint’s achievement of
full-year constant currency revenue goals and 10% on Vistaprint’s achievement of full-year EPS goals
determined by the Compensation Committee based on our annual budget approved by the Supervisory Board.
The Compensation Committee believes these goals are highly challenging but achievable. For purposes of calcu-
lating these annual incentives, the Compensation Committee defines “constant currency revenue” as consolidated
net revenue for Vistaprint and its subsidiaries for the fiscal year, adjusted to use the same currency exchange
rates as set forth in Vistaprint’s budget for the fiscal year. “Earnings per share” is defined as EPS on a diluted
basis for the results of Vistaprint’s operations on a consolidated basis for the fiscal year, calculated in accordance
with U.S. GAAP with some exclusions for income or expenses relating to certain specific events that the
Committee believes would introduce inaccurate reflections of management-driven performance.
As set forth in the fiscal 2013 annual award agreements with our executive officers, the calculation of the
actual amount to be paid for the annual cash incentives was as follows:
‰The annual incentive payout was a percentage of the fiscal 2013 target award for each executive, listed in
the table below, where the payout percentage equals the greater of:
(x) -7.5714 + (7.7143 X Revenue Percentage) + (0.8571 X EPS Percentage); or
(y) -22.0769 + (20.7692 X Revenue Percentage) + (2.3077 X EPS Percentage)
Proxy Statement
33