Vistaprint 2008 Annual Report Download - page 146

COMPENSATION OF DIRECTORS
The following contains information with respect to the compensation earned by directors in the fiscal year
ended June 30, 2008:
Director Compensation
Name(1)
Fees
Earned or
Paid in
Cash
($)
Share
Awards
(2)($)
Option
Awards
(2)($)
All Other
Compensation
(3)($)
Total
($)
Daniel Ciporin .................................. 34,500 15,624 88,980 7,216 146,320
John Gavin, Jr. .................................. 31,000 15,624 75,903 9,180 131,707
George M. Overholser ............................ 31,000 15,624 26,518 8,998 82,140
Louis Page ..................................... 31,000 15,624 26,518 11,784 84,926
Richard Riley ................................... 37,500 15,624 26,518 10,084 89,726
(1) Robert Keane is a director of our company and has been omitted from this table because he receives no
compensation for serving on our board. Information regarding Mr. Keane’s compensation can be found
under the caption “Summary Compensation Table.”
(2) The amounts reported in these columns represent the grant date fair value for each share-based award
computed in accordance with SFAS 123R. Assumptions used in the calculations for these amounts are
included in Note 2 to our 2008 Consolidated Financial Statements included in our Annual Report on Form
10-K for the fiscal year ended June 30, 2008. The following are the aggregate number of restricted share
units outstanding that have been granted to each of our non-employee directors as of June 30, 2008: Daniel
Ciporin: 1,345; John Gavin, Jr.: 1,345; George M. Overholser: 1,345; Louis Page: 1,345; and Richard Riley:
1,345. The following are the aggregate number of option awards outstanding that have been granted to each
of our non-employee directors as of June 30, 2008: Daniel Ciporin: 45,194; John Gavin, Jr.: 17,212;
George M. Overholser: 45,194; Louis Page: 45,194; and Richard Riley: 45,194. All options referenced in
this table were granted with an exercise price equal to the closing price of our common shares on the
NASDAQ Global Select Market on the date of grant.
(3) The amounts shown represent reimbursement for out of pocket travel expenses.
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 2008 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 2008, each non-employee director received an annual cash retainer of $13,000, payable in quarterly
installments, plus $3,000 for each regularly scheduled meeting of our Board of Directors that the director
physically attended and $10,000 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.
Equity Grants
On the date of each annual general meeting, each non-employee director will receive two equity grants: (i) a
share option to purchase a number of common shares having a fair value equal to $50,000, up to a maximum of
12,500 shares, granted under our 2005 Non-Employee Directors’ Share Option Plan, as amended, and
(ii) restricted share units having a fair value equal to $110,000.
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