Vistaprint 2011 Annual Report Download - page 119

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fiscal year 2011 and manages the relationship with the firm. During fiscal 2011, Towers Watson provided the
compensation consulting services described below and did not provide any other services to Vistaprint besides
compensation consulting services:
• Competitive analysis and recommendations to the Compensation Committee with respect to the
compensation of our executive officers;
• Competitive analysis and recommendations to our Compensation Committee and Chief Executive
Officer with respect to the compensation of members of our senior management team who are not
executive officers;
• Competitive analysis and recommendations to our Compensation Committee with respect to the
compensation of our Supervisory Board members; and
• Detailed equity utilization analysis comparing the number of shares that Vistaprint grants per year
pursuant to equity compensation awards and the number of shares subject to outstanding equity
compensation awards and available for grant under our equity compensation plans with both our
primary and aspirational peer groups, to assist the Compensation Committee in setting our practices of
granting equity to our employees.
Under the Compensation Committee’s direction, Towers Watson analyzed our executive officers’ actual
and target compensation against the executive compensation practices of two peer groups of companies.
Towers Watson developed, with Compensation Committee oversight, a “primary” comparison peer group
consisting of publicly traded firms that have characteristics that are currently comparable to Vistaprint or
comparable to where Vistaprint expects to be in the near future: Annual revenue in the range of $750 million
to $2 billion, in Vistaprint’s general industry, experiencing high growth, and market capitalization between
$1.7 billion and $4.4 billion. For fiscal 2011, the primary peer group consisted of Ansys, Inc., Cadence Design
Systems Inc., Compuware Corporation, CoreLogic, Inc., DST Systems Inc., Equinix, Inc., FactSet Research
Systems Inc., Genpact Ltd., Global Payments Inc., GSI Commerce Inc., IAC/InterActiveCorp., Jack Henry &
Associates Inc., Monster Worldwide, Inc., Nuance Communications, Inc., Open Text Corp., Parametric
Technology Corporation, Quest Software Inc., Rackspace Hosting, Inc., Sohu.com Inc., Solera Holdings Inc.,
Tibco Software, Inc., Total System Services, Inc. and VeriFone Systems, Inc. In addition to publicly available
compensation information about the primary peer group companies, Towers Watson also used published
compensation surveys to validate the primary peer group data.
Towers Watson also developed a second “aspirational” comparison peer group assuming annual revenues,
industry, growth rates and market capitalizations comparable to Vistaprint in the future if Vistaprint were to
achieve its current business objectives. The Compensation Committee uses this aspirational peer group to help
forecast future compensation trends that may be applicable to us if we experience growth rates that are in line
with our expectations.
Based on Vistaprint’s compensation philosophy described above and its analysis of the compensation data
of our primary and aspirational peer groups, Towers Watson provided recommendations to the Compensation
Committee with respect to the compensation of our executive officers. In determining the compensation of our
executive officers for fiscal year 2011, the Compensation Committee considered the competitive analysis and
recommendations of Towers Watson, as well as detailed tally sheets summarizing the officers’ current and
historical compensation.
The Compensation Committee generally seeks to ensure that our executive compensation program is
competitive to help us attract and retain superior talent. The Compensation Committee’s philosophy on
competitive compensation is to base our named executive officers’ target total cash and equity compensation
in the 75th to 80th percentile range of our primary peer group and then apply the Committee’s discretion to
take into account a range of factors such as general economic conditions, the internal equity of compensation
among our executives, each executive officer’s role in the organization, his or her experience within the role,
any promotion to a new role and individual performance. The Committee does not assign specific weights to
particular factors but considers them together in determining compensation.
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