Logitech 2015 Annual Report Download - page 109

Compensation Report for Fiscal Year 2015
99 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
Compensation of Non-Employee Directors
For fiscal year 2015, the compensation of the members
of the Board of Directors that are not Logitech
employees, or non-employee directors, was determined
by the Compensation Committee, consisting entirely
of independent directors, and recommended to the full
Board for approval.
The general policy is that compensation for non-employee
directors should consist of a mix of cash and equity-
based compensation. For fiscal year 2015, to assist the
Compensation Committee in its annual review of director
compensation, Logitech’s compensation department
provided director pay practices and compensation data
compiled from the annual reports and proxy statements
of companies within our compensation peer group.
For fiscal year 2015, cash compensation of non-employee
directors consists solely of annual retainers based on
Board and committee service and payment for travel days
in connection with attendance at Board meetings. Non-
employee directors also receive an annual RSU grant
based on a fixed market value. These annual RSU grants
are generally made on the day after our Annual General
Meeting and vest August 31 prior to the next Annual
General Meeting. For fiscal year 2015, the annual RSU
grant value was adjusted from CHF 135,000 ($145,584) to
CHF 150,000 ($161,760) to reflect increases in the market
for board compensation.
Directors who are Logitech employees do not receive any
compensation for their service on the Board of Directors.
Non-employee director compensation currently consists of
the following elements:
Amount (CHF)
Amount
($)(1)
Annual cash retainer 60,000 $64,705
An additional annual cash retainer for the lead independent director 20,000 21,568
Annual retainer for the Audit Committee chair 40,000 43,136
Annual retainer for the Compensation Committee chair 40,000 43,136
Annual retainer for the Nominating Committee chair 8,000 8,627
Annual retainer for non-chair Audit Committee members 15,000 16,176
Annual retainer for non-chair Compensation Committee members 15,000 16,176
Annual retainer for non-chair Nominating Committee members 5,000 5,392
Annual retainer for Lifesize Board members 15,000 16,176
Annual RSU grant 150,000 161,762
Compensation for the number of travel days spent traveling to attend Board and
committee meetings, per day rate. 2,500 2,696
Reimbursement of reasonable expenses for non-local travel (business class)
(1) Amounts in Swiss Francs were converted using the 12 month average (April 2014 to March 2015) exchange rate
of 1 Swiss Franc to 1.0784 U.S. Dollar.
Except for fees earned between Logitech’s 2013 Annual
General Meeting and 2014 Annual General Meeting,
non-employee Board members may elect to receive their
Board fees in shares, net of withholdings at the market
price on the date of the Annual General Meeting. Any
such shares are to be issued under the 2006 Stock
Incentive Plan.
The following table summarizes the total compensation
earned or paid by Logitech during fiscal year 2015 to
continuing members of the Board of Directors who
were not executive officers as of March 31, 2015.
Because the table is based on Logitech’s fiscal year,
and annual service for purposes of Board compensation
is measured between the dates of Logitech’s Annual