Logitech 2015 Annual Report Download - page 91

Compensation Report for Fiscal Year 2015
81 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
In fiscal year 2015, grants were made to new hires
and promoted employees through regularly scheduled
monthly written consents of the Compensation
Committee. We do not have any program, plan, or practice
to select equity compensation grant dates in coordination
with the release of material non-public information, nor
do we time the release of information for the purpose
of affecting value. We do not backdate options or grant
options retroactively.
Derivatives Trading, Hedging, and Pledging Policies
We have adopted a policy prohibiting our employees,
including our executive officers, and members of
our Board of Directors from speculating in our equity
securities, including the use of short sales, “sales against
the box” or any equivalent transaction involving our
equity securities. In addition, they may not engage in any
other hedging transactions, such as “cashless” collars,
forward sales, equity swaps and other similar or related
arrangements, with respect to the securities that they
hold. Finally, no employee, including an executive officer
or member of our Board of Directors may acquire, sell, or
trade in any interest or position relating to the future price
of our equity securities.
We also have adopted a policy prohibiting the pledging of
our securities by our employees, including our executive
officers, and members of our Board of Directors.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Favorable accounting and tax treatment of the various
elements of our compensation program is a relevant
consideration in their design. However, the Company
and the Compensation Committee have placed a higher
priority on structuring flexible compensation programs to
promote the recruitment, retention, and performance of
our officers than on maximizing tax deductibility. Section
162(m) of the Code, as amended (the “Tax Code”), places
a limit of $1 million on the amount of compensation that
Logitech may deduct in any one year with respect to
certain executive officers. The Compensation Committee
has the ability through the use of Logitech International
S.A. 2006 Stock Incentive Plan to grant awards that
qualify as “performance-based compensation” exempt
from that $1 million limitation but, to maintain flexibility in
compensating executive officers in a manner designed
to promote varying corporate goals, the Compensation
Committee has not adopted a policy requiring all
compensation to be deductible, and has in the past and
will in the future make compensation awards that do not
qualify to be exempt from the $1 million limitation when
it believes that it is appropriate to meet its compensation
objectives.
In addition to considering the tax consequences, the
Compensation Committee considers the accounting
consequences, including the impact of the Financial
Accounting Standard Board’s Accounting Standards
Codification Section 718, on its decisions in determining
the forms of different equity awards.