Vistaprint 2007 Annual Report Download - page 148

Download and view the complete annual report

Please find page 148 of the 2007 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 156

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156

COMPENSATION OF DIRECTORS
The following contains information with respect to the compensation earned by directors in fiscal 2007:
DIRECTOR COMPENSATION
Name(1)
Fees
Earned or
Paid in
Cash
($)
Option
Awards(2)
($)
Total
($)
Daniel Ciporin ..................................................... 30,000 69,977 99,977
John Gavin, Jr. ..................................................... 18,231 51,039 69,270
George M. Overholser ............................................... 27,000 9,899 36,899
Louis Page ........................................................ 25,904 9,899 35,803
Richard Riley ...................................................... 30,000 9,899 39,899
(1) Mr. Keane is a director of our company and has been omitted from this table because he receives no
compensation for serving on our board. In addition, Fergal Mullen did not stand for re-election to the Board
of Directors at the 2006 annual general meeting in November 2006 and received no compensation during
fiscal 2007.
(2) Amounts reported in this column represent the compensation expense we recognized in fiscal 2007 related
to the applicable share-based award pursuant to SFAS 123R. Assumptions used in the calculations for these
amounts are included in Note 2 to our 2006 Consolidated Financial Statements included in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2006. The following are the aggregate number of
option awards outstanding that are held by each of our non-employee directors as of June 30, 2007: Daniel
Ciporin: 42,925; John Gavin, Jr.: 14,943; George M. Overholser: 42,925; Louis Page: 2,925; and Richard
Riley: 42,925.
We use a combination of cash and share-based incentive compensation to attract and retain qualified
candidates to serve on our Board of Directors. In setting director compensation, we consider the significant
amount of time that directors expend in fulfilling their duties to the Company, as well as the skill-level required
by us of members of our Board of Directors.
Mr. Keane was the only director during fiscal 2007 who was also an employee of VistaPrint and, since he
was a Named Executive Officer, his compensation is set forth in the Summary Compensation Table under the
heading “Executive Compensation.” The following is a summary of the compensation paid to non-employee
directors.
Fees
In fiscal 2007, each non-employee director received an annual cash retainer of $12,000, payable in quarterly
installments, plus $3,000 for each regularly scheduled meeting of our Board of Directors that the director
physically attended and $3,000 annually for each committee on which the director served. Non-employee
directors are also reimbursed for reasonable travel and other expenses incurred in connection with attending
meetings of our Board of Directors and its committees.
Share Options
In fiscal 2007, each non-employee director was eligible to participate in the VistaPrint Limited 2005
Non-Employee Directors’ Share Option Plan. Pursuant to this plan, each non-employee director who joined our
Board of Directors was eligible to receive a share option to purchase a number of common shares with a fair
value equal to $150,000, up to a maximum of 50,000 shares, upon his or her initial appointment or election to our
Board of Directors. All non-employee directors were also eligible to receive a share option to purchase a number
32