Vistaprint 2011 Annual Report Download - page 118

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Proxy Statement
Related Party Transaction
During fiscal 2011, there was one related party transaction, as defined under SEC rules: Katryn Blake’s
brother-in-law has been an employee of Vistaprint since 2007, and he received cash compensation of
approximately $147,000 for fiscal 2011. Because this relationship pre-exists Ms. Blake’s promotion to
executive officer, the Audit Committee did not review the transaction.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Compensation Philosophy
Our success depends 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.
Accordingly, our Compensation Committee, which oversees the compensation program of our executive
officers, designed an executive compensation program that is intended to:
• provide an overall level of compensation that is competitive with the compensation levels of companies
of similar size, complexity, revenue and growth potential to Vistaprint;
• reflect the desired caliber, level of experience and performance of our executive team; and
• pay commensurate with Vistaprint’s performance, with total compensation weighted heavily toward
performance-based compensation that is tied to operating or stock performance.
Compensation Guiding Principles
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 variable compensation and an individual’s ability to influence performance
outcomes.
• Align executive and long-term shareholder interests by structuring our compensation program to reward
long-term shareholder value creation and mitigate the focus on short-term share price and other near-
term metrics.
• Evaluate and refine our compensation program 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 engaged the firm Towers Watson as its compensation consultant in
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