Vistaprint 2008 Annual Report Download - page 135

2008, the Committee chose to take an egalitarian approach to setting the cash compensation levels for the named
executive officers directly reporting to the CEO, such that all named executive officers received the same base
salary. This approach was chosen for several reasons: to create a sense of team, to demonstrate that we value the
contribution of each of our executive leaders, and for simplicity.
Incentive Bonuses
The cash incentive bonus plan is designed to reward executives for the achievement of quarterly and annual
financial goals, specifically, revenue growth and earnings per share growth. Revenue growth and earnings per
share growth targets are set annually as part of our comprehensive strategic planning and budgeting process. The
Compensation Committee believes the target goals are highly challenging yet achievable. Target bonus levels are
set by the Compensation Committee based on analysis of primary peer group data and based on our
pay-for-performance philosophy. Bonuses are based 50% on the achievement of target revenue growth and 50%
based on the achievement of earnings per share growth. The plan allows for a maximum payout of 250% of the
target bonus if both revenue growth and earnings per share growth (excluding share-based compensation) targets
are exceeded by significant margins. If either revenue growth or earnings per share performance falls short of
target levels by a determined margin, the actual bonus payout is zero. Although each executive officer is eligible
to receive an award under the plan, the granting of the awards to any individual or the officers as a group is
entirely at the discretion of our Compensation Committee. The following table sets forth the target bonus levels
for executive officers that the Compensation Committee established for fiscal 2008:
Name
Target Bonus as a
Percentage of Base
Salary
(%)
Target Bonus
($)
Robert Keane ................................... 103.75% $415,000
Wendy Cebula ................................... 60% $150,000
Anne Drapeau ................................... 60% $150,000
Harpreet Grewal ................................. 60% $150,000
Janet Holian .................................... 60% $150,000
For fiscal 2008, the target cash bonus levels and their performance measures were the same for each named
executive officer directly reporting to the CEO, which resulted in identical actual payouts for those officers. This
approach was intended to align executive compensation for named executive officers with the same financial
goals and to promote teamwork.
Equity-Based Compensation
Overview and Background
The equity award program is the primary vehicle for offering long-term incentives and is a key retention
tool. Executives and employees may be granted equity compensation both at the time of hire and annually as part
of a retention grant program. We currently use two equity-based compensation vehicles: time-based vesting share
options and time-based vesting restricted share units. The value of the equity grants made to named executive
officers is determined by evaluating the peer group analysis and identifying the grant value required to ensure
that total target direct cash and equity compensation is in the 70-80th percentile range. In general, grants made to
the CEO are in the form of share options. The Committee believes that granting share options is an effective way
to motivate the CEO to manage the company in a manner that is consistent with our long term interests and those
of our shareholders, as such compensation is fully at risk with share options generating returns for the CEO only
if our share price increases. In fiscal 2008, the Committee provided equity grants to named executive officers
other than the CEO in the form of restricted share units. This incentive vehicle also aligns the interests of the
executive team with those of shareholders, as the value of the restricted share unit increases as our share price
Proxy Statement
23