Vistaprint 2008 Annual Report Download - page 140

and vesting of outstanding options, through September 30, 2008 that she was entitled to immediately prior to the
execution of the transition agreement. Ms. Drapeau ceased serving as our Executive Vice President and Chief
People Officer effective August 8, 2008. Ms. Drapeau is presently working with us as a part-time employee
through December 31, 2008. In the event we terminate Ms. Drapeau’s employment other than for cause prior to
December 31, 2008, any of Ms. Drapeau’s outstanding, unvested options that would have vested on or before
December 31, 2008 but for such termination of employment shall become immediately exercisable in full.
The Role of Company Executives in the Compensation Process
Although the compensation process is managed and driven and decisions are made by the Compensation
Committee, the views of certain named executive officers are taken into account in connection with setting the
compensation of other named executive officers. The CEO makes initial recommendations with respect to named
executive officers other than himself. Other named executive officers, as well as other employees of the
Company, also participate in the preparation of materials presented to or requested by the Compensation
Committee for use and consideration at Compensation Committee meetings.
Chief Executive Officer Compensation
Mr. Keane’s compensation as CEO was set by the Compensation Committee by renaming and analyzing the
total compensation and the components of total compensation, offered to the chief executive officers at those
companies in our primary peer group, and the Compensation Committee also assesses our CEO’s performance
across a range of criteria, including leadership of the company, maintenance of business ethics and effective
governance, our revenue and profit growth, strategic planning and new product development and enhancement of
shareholder value. For fiscal 2008, the Compensation Committee targeted total target cash compensation for our
CEO at the 30th -40
th percentile of the primary peer group companies, and total target direct cash and equity
compensation at the 80th percentile of the total target cash and equity compensation for chief executive officers of
companies in our primary peer group, consistent with the compensation philosophy outlined above. The CEO’s
base salary was set at $400,000 annually commencing July 1, 2007. The Compensation Committee set the CEO’s
target bonus opportunity at $415,000, or 103.75% of base salary for fiscal 2008. The Compensation Committee
granted the CEO share options to purchase 333,318 common shares at an exercise price of $34.87, which was
equal to the fair market value of our common shares on May 2, 2008, the date of grant. The Compensation
Committee reviews the CEO’s total compensation package on an annual basis and analyzes it in view of
competitive data provided by the independent compensation consultant as described above and our performance
for the fiscal year.
28