Logitech 2015 Annual Report Download - page 37

Agenda Proposals and Explanations
27 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
With respect to executive members of the Board
of Directors:
• Gross base compensation of a maximum of
CHF 490,000.**
• Performance-based cash compensation of a
maximum of CHF 980,000.** Performance-based cash
compensation in the form of incentive cash payments
may be earned under the Logitech Management
Performance Bonus Plan (the “Bonus Plan”) or
other cash bonuses approved by the Compensation
Committee. Payout under the Bonus Plan is variable,
and is based on the achievement of the Company’s,
individual employees’ or other performance goals.
The proposed maximum amount of the performance-
based bonus assumes full achievement of all
performance goals.
• Equity incentive awards of a maximum of CHF
650,000.** Long-term equity incentive awards are
generally granted in the form of performance-based
restricted stock units, or PSUs, time-based restricted
stock units, or RSUs, or other financial instruments
contemplated in the applicable equity plans. The value
of PSUs, RSUs or other financial instruments granted
as equity incentive awards is calculated at market
value at the time of their grant. The proposed maximum
amount of the equity incentive awards assumes full
achievement of all performance goals and full vesting
of all time-based equity incentive awards.
• Other compensation of a maximum of CHF 80,000.**
Other compensation may include car allowances, tax
preparation services, 401(k) savings plan matching
contributions, employee stock purchase plan
discounts, premium for group term life insurance,
relocation expenses, travel costs in lieu of relocation
allowances, defined benefit pension plan employment
contributions and other awards. The Company
generally does not provide all of these components of
other compensation to all executives each year, but
the proposed maximum amount of compensation has
been formulated to provide flexibility to cover these
compensation components as applicable.
The executive member of the Board of Directors to whom
the proposed compensation referred to above applies is
Mr. Guerrino De Luca, the Company’s Chairman. In his
capacity as a member of the Group Management Team,
Mr. Bracken Darrell is not entitled to compensation for his
services on the Company’s Board of Directors.
In the event of a negative vote on this proposal by
shareholders, the Board of Directors will submit an
alternative proposal to the same or a subsequent
general meeting.
Voting Requirement to Approve Proposal
The affirmative “FOR” vote of a majority of the votes cast
in person or by proxy at the Annual General Meeting, not
counting abstentions.
Recommendation
The Board of Directors recommends a vote “FOR” the
approval of the maximum aggregate amount of the
compensation of the members of the Board of Directors
of CHF 4,600,000 for the term of office from the Annual
General Meeting 2015 until the Annual General Meeting
2016, subject to adjustment as set forth in the proposal.
** Mr. De Luca’s compensation is set in U.S. Dollars. The estimated amounts in U.S. Dollars used in these assumptions
were converted using an assumed exchange rate of 1 Swiss Franc to 1.0784 U.S. Dollar based on the 12 month
(April 2014 to March 2015) average exchange rate.