Vistaprint 2009 Annual Report Download - page 141

Download and view the complete annual report

Please find page 141 of the 2009 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 160

  • 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
  • 157
  • 158
  • 159
  • 160

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 carries out its responsibilities as defined by the Compensation Committee
charter adopted by our Supervisory Board. The Compensation Committee charter is available on our website at
www.vistaprint.com under the heading “Investor Relations.” Pursuant to authority established in the
Compensation Committee charter, our Compensation Committee oversees the compensation and perquisites
programs of our executive officers, including the members of our Management Board identified in the Summary
Compensation Table set forth below, to whom we refer as our named executive officers. The Compensation
Committee currently consists of Peter Gyenes, George M. Overholser and Louis R. Page, all of whom constitute
“independent directors” as defined under NASDAQ rules. The Compensation Committee advises the Supervisory
Board with respect to Vistaprint’s compensation philosophy and programs and exercises oversight with respect to
the payment of annual salaries, annual cash incentives, long-term equity and cash incentives and benefits to our
executive officers.
Compensation Philosophy, Guiding Principles and Background
Our 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 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.
• Align executive and shareholder interests by structuring compensation programs to reward shareholder
value creation.
• Evaluate and refine all compensation programs in light of our 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 2009 and manages the relationship with the firm. DolmatConnell was charged with, among other things,
conducting the competitive assessment of our executive compensation package. As part of their review and
overall relationship, DolmatConnell interacts with the Compensation Committee and Vistaprint employees as
necessary.
In its review, DolmatConnell analyzed base salary, target total cash compensation, actual total cash
compensation, long-term incentive compensation, target total direct compensation and actual total direct
Proxy Statement
25