Vistaprint 2014 Annual Report Download - page 114

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WILHELM ("WILL") G.A. JACOBS, Senior Vice President, Manufacturing & Supply Chain
Mr. Jacobs, age 49, has served as our Senior Vice President, Manufacturing & Supply Chain since June 2014.
Mr. Jacobs previously served as our Senior Vice President and General Manager of Columbus, a major engineering
and product development program, from July 2013 to June 2014; as Senior Vice President, Manufacturing Supply
Chain Operations from July 2012 to June 2013; and as Vice President, Plant Director from May 2011 to December
2012. Before joining Vistaprint, Mr. Jacobs served as Vice President, Operations Industrial Adhesives EMEA of
Henkel from January 2008 to April 2011. Mr. Jacobs received an Executive MBA at Henly College in the UK, an
MSc IT at de Montfort University in the UK, and Bachelor ICT at Hogeschool Breda in the Netherlands.
Under Dutch law and our articles of association, our Supervisory Board has the right to make binding nominations
for open positions on the Management Board. In accordance with the recommendation of the Nominating and Corporate
Governance Committee of the Supervisory Board and pursuant to the invitation of our Management Board, the
Supervisory Board has adopted a unanimous resolution to make a binding nomination of Mr. Jacobs to serve as a
managing director for a term of four years ending on the date of our annual general meeting of shareholders in 2018.
The persons named in the enclosed proxy card will vote to appoint Mr. Jacobs as a member of our Management
Board, unless you withhold authority to vote for his appointment by marking the proxy card to that effect. Mr. Jacobs
has indicated his willingness to serve if appointed.
The Management Board and Supervisory Board recommend that you vote FOR the appointment of Mr.
Jacobs as a member of our Management Board.
PROPOSAL 3 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
At the annual meeting, we are asking our shareholders to approve the compensation of our named executive officers,
as described in the Compensation Discussion and Analysis, or CD&A, executive compensation tables, and
accompanying narrative disclosures in this proxy statement. This is an advisory vote, meaning that this proposal is
not binding on us, but our Compensation Committee values the opinions expressed by our shareholders and will
carefully consider the outcome of the shareholder vote when making future compensation decisions for our named
executive officers.
Please carefully read the CD&A section of this proxy statement, including the Executive Overview. As you cast your
vote on this proposal, we would like you to consider the following compensation program highlights, which are described
in more detail in CD&A. Our executive compensation program has not changed significantly since fiscal 2012.
• In 2012, we reached out to our major shareholders to solicit their input on the proposed redesign of the long-
term incentive compensation of our executive officers. In 2013 and 2014, we conducted a similar process of
reaching out to major shareholders because we believe that our collaborations with shareholders have been
successful and have helped foster a better understanding and input into our compensation program by our
shareholders.
• We redesigned the long-term incentive compensation of our executive officers in fiscal 2012 to emphasize
premium-priced share options with an exercise price of $50.00 per share, which was significantly higher than
the fair market value of our ordinary shares on the grant dates. In addition, Robert Keane, our Chief Executive
Officer, may not exercise these options unless our share price on NASDAQ is at least $75.00 on the exercise
date. Because the value of these premium-priced options represents the total approximate value of all long-
term incentive awards that Mr. Keane would have received over a four-year period and the total approximate
value of all traditional share options that our other executive officers would have received over a four-year period,
our Supervisory Board has passed resolutions that, until fiscal 2016 at the earliest, we will not grant any additional
long-term incentive award in any form to Mr. Keane or any additional share options to our other current executive
officers.
• For fiscal 2014, the Compensation Committee did not increase Mr. Keane’s compensation over his fiscal 2013
levels in order to maintain his annual cash compensation level at the 50th percentile of our primary peer group.
• We pay our executive officers based on Vistaprint’s performance. For fiscal 2014, 92% of our Chief Executive
Officer’s total compensation was at risk, including an annualized portion of his multi-year, premium-priced share
options. In addition, the Compensation Committee exercised its negative discretion to reduce all of our executive