Logitech 2015 Annual Report Download - page 75

Compensation Report for Fiscal Year 2015
65 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
CEO each year and makes all decisions regarding
their base salary adjustments, target annual cash
bonus opportunities, actual cash bonus payments, and
long-term incentives in the form of equity awards. Our
Executive Chairman and our CEO are not present during
any of the deliberations regarding their compensation.
Role of our CEO
Our CEO works closely with the Compensation Committee
in determining the compensation of our other executive
officers, excluding our Executive Chairman. Typically,
our CEO works with the Compensation Committee to
recommend the structure of the annual bonus plan, and
to identify and develop corporate performance objectives
for such plan, and to evaluate actual performance against
the selected measures.
At the beginning of each year, our CEO reviews the
prior year’s performance of our executive officers who
report to him and then makes recommendations to
the Compensation Committee for each element of
compensation. Using his evaluation of each executive
officer’s performance and taking into consideration
historical compensation awards to our executive officers
and our corporate performance during the preceding
year, these recommendations cover base salary
adjustments, target annual cash bonus opportunities,
actual bonus payments, and long-term incentives in
the form of equity awards for each of our executive
officers (other than himself and our Executive Chairman)
based on our results, the individual executive officer’s
contribution to these results, and his or her performance
toward achieving his or her individual performance goals.
The Compensation Committee then reviews these
recommendations and makes decisions as to the target
total direct compensation of each executive officer, as
well as each individual compensation element.
While the Compensation Committee considers our CEO’s
recommendations, as well as the competitive market
analysis prepared by its compensation consultant, these
recommendations and market data serve as only two of
several factors in making its decisions with respect to
the compensation of our executive officers. Ultimately,
the Compensation Committee applies its own business
judgment and experience to determine the individual
compensation elements and amount of each element
for our executive officers. Moreover, no executive officer
participates in the determination of the amounts or
elements of his or her own compensation.
Role of Compensation Consultants
Pursuant to its charter, the Compensation Committee
has the authority to engage its own legal counsel and
other advisors, including compensation consultants, as it
determines in its sole discretion, to assist in carrying out
its responsibilities. The Compensation Committee makes
all determinations regarding the engagement, fees,
and services of these advisors, and any such advisor
reports directly to the Compensation Committee. The
Compensation Committee may replace its compensation
consultant or hire additional advisors at any time.
In fiscal year 2015, pursuant to this authority,
the Compensation Committee engaged national
compensation consulting firms Radford for the majority
of fiscal year 2015 and Compensia, Inc., in December
2014. The Compensation Committee also engaged Swiss
compensation consulting firm Agnès Blust Consulting in
September 2014. The Compensation Committee engages
compensation consultants to provide information,
analysis, and other assistance relating to our executive
compensation program on an ongoing basis. The nature
and scope of the services provided to the Compensation
Committee by the independent compensation consultants
in fiscal year 2015 were as follows:
• reviewed and recommended updates to the
compensation peer group;
• provided advice with respect to compensation best
practices and market trends for executive officers and
members of our Board of Directors;