Vistaprint 2008 Annual Report Download - page 133

EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Overview and Context
Our success is dependent on our ability to attract and retain top talent, and to motivate that talent to achieve
outstanding short and long term performance. We seek to build a strong leadership team that shares a compelling,
common vision for our future, that is capable of leading the organization to achieve aggressive financial and
operational targets, and that will identify and execute opportunities to profitably expand our business.
Our Compensation Committee is responsible for establishing the compensation and perquisites of our
executive officers, including the executives identified in the Summary Compensation table on page 30, whom we
refer to as our named executive officers. The Compensation Committee currently consists of George Overholser
and Louis Page, both of whom constitute “independent directors” as defined under NASDAQ rules. The
Compensation Committee carries out its responsibilities as defined by the Compensation Committee charter
adopted by the Board of Directors. The Compensation Committee charter is available on our website at
www.vistaprint.com under the heading “Investor Relations.” The Compensation Committee establishes
VistaPrint’s compensation philosophy and programs and exercises oversight with respect to the payment of
annual salaries, bonuses, equity-based compensation and benefits to directors and executive officers.
Compensation Philosophy, Guiding Principles and Background
The Company’s compensation philosophy is based on the following guiding principles:
• Enable us to attract and retain superior talent.
• Provide desirable incentives to motivate people toward their highest performance.
• Reward extraordinary performance with compensation that is correspondingly significantly above peer
averages. Conversely, provide mechanisms that result in compensation below peer averages in the
absence of extraordinary performance.
• Promote fair and equitable treatment relative to rewards, considering both internal and external
comparisons.
• Link the amount of at-risk compensation and an individual’s ability to influence performance outcomes.
• Seek to minimize implementation expense and maximize simplicity of compensation programs where
possible, while not significantly compromising other guiding principles of our compensation
philosophy.
• Evaluate and refine all compensation programs in light of the company’s strategic direction and life-
cycle stage, the practices of peers and the overall affordability of compensation packages.
Compensation Committee Approach
Each year, the Compensation Committee conducts a review of our executive compensation program, which
includes a review and detailed competitive analysis performed by an independent compensation consultant. The
Compensation Committee selected the firm DolmatConnell & Partners as the compensation consultant in fiscal
year 2008. The Compensation Committee directly negotiated the proposal and statements of work and, with the
support of VistaPrint employees, managed the relationship with the consultant. DolmatConnell was charged with,
among other things, conducting the competitive assessment of our executive compensation package.
DolmatConnell conducted detailed interviews with the Compensation Committee, the CEO, the executive team,
and key leaders in our finance, human resources and legal organizations to gather historical data and insight into
our compensation practices.
Proxy Statement
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