Logitech 2015 Annual Report Download - page 38

Agenda Proposals and Explanations
– Proxy Statement | 28
2015 Annual General Meeting Invitation, Proxy Statement
Proposal 9
Approval of Compensation for the Group Management Team for Fiscal
Year 2017
Proposal
The Board of Directors proposes that the shareholders
approve a maximum aggregate amount of the
compensation of the Group Management Team of USD
19,200,000 for fiscal year 2017, subject to adjustment for
certain changes in the applicable currency exchange rate.*
Explanation
Pursuant to the so-called “Minder Ordinance”, the
compensation of the Company’s Group Management
Team must be subject each year to a binding shareholder
vote, in the manner contemplated by Logitech’s Articles
of Incorporation. Article 19 quarter, paragraph 1(b) of
Logitech’s Articles of Incorporation allows shareholders
to approve the maximum aggregate amount of the
compensation of the Group Management Team for the
next fiscal year. As a new requirement arising at the 2015
Annual General Meeting, taking place in the middle of
Logitech’s fiscal year 2016, the applicable next fiscal
year is fiscal year 2017. This required, binding vote on
the compensation of the Group Management Team is
independent from, and comes in addition to, the non-
binding, advisory say-on-pay vote contemplated in
Proposal 2.
Logitech’s Group Management Team currently consists of
Messrs. Bracken Darrell, President and Chief Executive
Officer, Vincent Pilette, Chief Financial Officer, Marcel
Stolk, Senior Vice President, Consumer Computing
Platforms Business Group, and L. Joseph Sullivan,
Senior Vice President, Worldwide Operations.
Logitech’s compensation philosophy, compensation
program risks and design, and compensation paid during
fiscal year 2015 are set forth in the Compensation Report.
The proposed maximum amount of USD 19,200,000 has
been determined based on the following non-binding
assumptions for Logitech’s Group Management Team as
an aggregate group:
• Gross base salary of a maximum of USD 2,450,000.
• Performance-based cash compensation of a maximum
of USD 4,900,000. 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 executives’ or other performance goals, and
for fiscal year 2017 is expected to continue to range
from 0% to 200% of the executive’s target incentive.
The proposed maximum amount of the performance-
based bonus for fiscal year 2017 assumes full
achievement of all performance goals.
• Equity incentive awards of a maximum of USD
11,300,000. 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
* For each reduction of 0.01 in the exchange rate of the Swiss Franc against the U.S. Dollar below the assumed
level of USD 1.0784 to CHF 1.00, if any, the maximum aggregate amount of the compensation of the Group
Management Team will increase by USD 27,000 for fiscal year 2017. This adjustment reflects the fact that the
compensation of one member of our Group Management Team is set in Swiss Francs.