Logitech 2010 Annual Report Download - page 92

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• Guerrino De Luca, our Chairman.
• Tom Fergoda, our acting Principal Financial Officer from April 2009 to October 2009. Mr. Fergoda is
not otherwise considered a Logitech executive officer.
• Mark J. Hawkins, our Chief Financial Officer during part of April 2009.
• The three other most highly compensated individuals who were serving as executive officers of Logitech
at the end of fiscal year 2010.
DETERMINING TOTAL EXECUTIVE COMPENSATION
Role of the Compensation Committee
The Compensation Committee reviews and approves our compensation programs, including the specific
compensation of our Chairman, our President and Chief Executive Officer, and our other executive officers.
Under the Compensation Committee’s charter, the Committee has the authority to engage its own advisors
(including compensation consultants) to assist it in carrying out its responsibilities. In February 2008 the Committee
retained Frederic W. Cook & Co., Inc. (Fred Cook) to provide analysis, advice and guidance with respect to executive
compensation. Fred Cook only provides services to the Compensation Committee, and has not provided and is not
providing other services to the Company or its management. The Committee consulted Fred Cook with respect to
general executive compensation issues in fiscal year 2010. The Committee has determined it will engage Fred Cook
every two years to develop specific executive compensation analyses and recommendations. In the other years the
Committee will review analyses and recommendations prepared by management using the same survey data for
Logitech’s peer group as used by Fred Cook.
Role of Executive Officers in Compensation Decisions
While the Compensation Committee sets the compensation of our CEO and other executive officers, it looks
to management to make recommendations to the Committee with respect to both overall guidelines and specific
compensation decisions.
Management’s fiscal year 2010 executive officer compensation proposals to the Compensation Committee
were primarily developed by Logitech’s Vice President of Worldwide Human Resources and its compensation
department, in consultation with Guerrino De Luca, Logitech’s Chairman and Gerald Quindlen, Logitech’s President
and Chief Executive Officer (other than with respect to their own proposed compensation). The proposed base salary,
bonus targets and equity incentive award recommendation for Mr. De Luca for fiscal year 2010 were developed
by Logitech’s Vice President of Worldwide Human Resources and its compensation department, in consultation
with Gerald Quindlen. The proposed base salary, bonus targets and equity incentive award recommendation for
Mr. Quindlen for fiscal year 2010 were developed by Logitech’s Vice President of Worldwide Human Resources
and its compensation department, in consultation with Guerrino De Luca. As part of the annual personnel review
and succession planning process, Mr. Quindlen also provides the Board and the Compensation Committee with
his perspective on the performance of Logitech’s executive officers, and Mr. De Luca provides the Board with his
perspective on the performance of Mr. Quindlen.
Once the Compensation Committee received the analysis and recommendations from management, it made
all decisions regarding executive officer fiscal year 2010 compensation without Mr. De Luca, Mr. Quindlen or any
executive officer present. The Committee considered, but was not in any way bound by, the recommendations made
by management.
Overview of Factors Considered by Committee
The Compensation Committee considers a variety of factors when determining total executive compensation,
including:
• Competitive considerations.