Vistaprint 2013 Annual Report Download - page 146

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skill level that we require of members of our Supervisory Board, and competitive compensation data from our
peer group.
As described in Proposal 9 of this proxy statement, we are asking our shareholders to approve changes to
both the cash and equity components of our Supervisory Board compensation. If our shareholders do not approve
the proposed changes, then the compensation package described below will remain in place.
Fees
We pay our supervisory directors the following fees for their service on our Supervisory Board:
All supervisory directors ‰$24,000 retainer per fiscal year
‰$10,000 retainer per fiscal year for each committee of
the Supervisory Board on which the director serves
‰$3,000 for each regularly scheduled Supervisory Board
meeting that the director physically attends
Chairman of the Supervisory Board $15,000 retainer per fiscal year
Chairman of our Audit Committee $15,000 retainer per fiscal year
Chairmen of our Compensation Committee and
Nominating and Corporate Governance
Committee
$10,000 retainer per fiscal year
We also reimburse our supervisory directors for reasonable travel and other expenses incurred in connection
with attending meetings of our Supervisory Board and its committees, and we pay for their tax preparation fees
and filings for their Dutch income tax returns.
Equity Grants
On the date of each annual general meeting, each supervisory director receives two equity grants:
(1) a share option to purchase a number of ordinary 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
(2) restricted share units having a fair value equal to $110,000 granted under our 2011 Equity Incentive
Plan.
Each newly appointed supervisory director receives two equity grants upon his or her initial appointment to
the Supervisory Board:
(1) a share option to purchase a number of ordinary shares having a fair value equal to $150,000, up to
a maximum of 50,000 shares, granted under our 2005 Non-Employee Directors’ Share Option Plan, as
amended; and
(2) restricted share units having a fair value equal to $125,000, granted under our 2011 Equity
Incentive Plan.
The supervisory directors’ options and restricted share units vest at a rate of 8.33% per quarter over a period
of three years from the date of grant, so long as the supervisory director continues to serve as a director on each
such vesting date. Each option expires upon the earlier of ten years from the date of grant or three months after
the supervisory director ceases to serve as a director. The exercise price of the options granted under our 2005
Non-Employee Directors’ Share Option Plan, as amended, is the fair market value of our ordinary shares on the
date of grant.
For the purposes of determining the number of share options and restricted share units to be granted at each
annual general meeting or upon initial appointment, the fair value of each share option and restricted share unit is
determined by the Supervisory Board using a generally accepted equity pricing valuation methodology, such as
Proxy Statement
49