Vistaprint 2011 Annual Report Download - page 121

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levels. The Committee does not assign specific weights to particular factors but considers them together in
determining base salaries.
Based on its review, the Compensation Committee determined the fiscal 2011 base salaries of our named
executive officers as follows:
• For fiscal 2011, to further reinforce our pay-for-performance philosophy, we reallocated Mr. Keane’s
compensation to reduce his base salary by 20% from fiscal 2010 and proportionately increased his
annual incentive compensation target, for which the actual compensation he receives varies based on
our performance with respect to constant currency revenue and earnings per share goals.
• Ms. Cebula was promoted to Chief Operating Officer during fiscal 2011, and we increased her base
salary by almost 9% from fiscal 2010 commensurate with her new position.
• Ms. Blake and Messrs. Ruotolo and Teunissen were promoted and newly appointed as executive officers
during fiscal 2011, and their base salaries increased commensurate with their new positions. We
increased the base salaries of Ms. Blake and Mr. Ruotolo by approximately 10% over their fiscal 2010
levels, and we increased Mr. Teunissen’s base salary by approximately 18% over his fiscal 2010 level.
• Mr. Giannetto’s base salary for fiscal 2011 increased modestly from fiscal 2010, by approximately 5%,
to maintain his salary at a competitive rate. Mr. Giannetto resigned as an executive officer of Vistaprint
in March 2011 and remained a Vistaprint employee in a non-executive capacity until June 30, 2011.
You can find more information on our named executive officers’ salaries in the Summary Compensation
Table below.
Annual Cash Incentive
The Compensation Committee grants annual cash incentive awards to our executive officers, pursuant to
annual award agreements under the Performance Incentive Plan for Covered Employees approved by our
shareholders in November 2009, to provide an incentive to executives to achieve financial goals that are tied
to the current fiscal year. The Compensation Committee sets the executive officers’ target annual cash
incentive levels based on its analysis of comparative data of our primary peer group and on our
pay-for-performance philosophy. The Compensation Committee bases the annual cash incentives 50% on
Vistaprint’s achievement of full-year constant currency revenue goals and 50% on Vistaprint’s achievement of
full-year earnings per share, or EPS, goals determined by the Compensation Committee based on our annual
budget approved by the Supervisory Board. The Compensation Committee believes these goals are highly
challenging, yet achievable. For purposes of calculating these annual incentives, the Compensation Committee
defines “constant currency revenue” as consolidated net revenue for Vistaprint and its subsidiaries for the fiscal
year, adjusted to use the same currency exchange rates as set forth in Vistaprint’s budget for the fiscal year.
“Earnings per share” is defined as earnings per share, on a fully diluted basis for the results of Vistaprint’s
operations on a consolidated basis for the fiscal year, calculated in accordance with U.S. generally accepted
accounting principles with some exclusions for income or expenses relating to specific unusual events.
As set forth in each annual award agreement with our executive officers, the actual amount paid for the
annual cash incentives for each fiscal year is calculated as follows:
• The annual incentive payout is a percentage of the target award for each executive, listed in the table
below, where the payout percentage equals (0.5 X Revenue Target Percentage
0.5
+ 0.5 X EPS Target
Percentage
0.5
)
19.2
. The Revenue Target Percentage and EPS Target Percentage are calculated by
dividing the actual amounts for the fiscal year by the goals determined by the Compensation
Committee.
• If either Vistaprint’s actual constant currency revenue or actual EPS is less than 90% of the goal, then
the annual payout would be zero even if the other goal were achieved.
• The payout percentage is capped at a maximum of 250%.
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