Vistaprint 2014 Annual Report Download - page 131

27
the form of variable compensation. In accordance with this philosophy, the Compensation Committee initially allocates
the compensation of our executive officers within the percentiles listed below, and then may use its discretion to adjust
each executive officer’s compensation to reflect other factors such as general economic conditions, the internal equity
of compensation among our executives, and the executive’s experience, role, and performance.
• Base salary of Mr. Keane, our Chief Executive Officer, at the 25th percentile of our primary peer group
• Base salaries of our other executive officers at the 35th - 40th percentile of our primary peer group and published
compensation surveys
• Annual cash compensation (base salary and annual cash incentive) of all executive officers including Mr.
Keane at the 50th percentile of our primary peer group and published compensation surveys
• Total compensation (base salary, annual cash incentive, and long-term incentive awards) of all executive
officers including Mr. Keane at the 75th percentile of our primary peer group and published compensation
surveys
Base Salary
For fiscal 2014, the Compensation Committee did not increase Mr. Keane’s cash compensation, consisting of base
salary and an annual cash incentive award, over his fiscal 2013 levels in order to maintain his annual cash compensation
level at the 50th percentile of our primary peer group as described above. The Compensation Committee increased
our other named executive officers’ salaries by 3-8% from fiscal 2013 to fiscal 2014 to maintain their salaries at the
35th - 40th percentile of our primary peer group and published compensation surveys and also to reflect each executive’s
performance and internal equity with other Vistaprint executives. You can find more information on our named executive
officers’ salaries in the Summary Compensation Table below.
Looking ahead to fiscal 2015, the Compensation Committee decided not to increase the cash compensation,
consisting of base salary and annual cash incentive awards, of Mr. Keane or any of our other named executive officers
over their fiscal 2014 levels as part of our efforts to keep our costs within our budget for fiscal 2015 and also because
the Committee believes that the executives' compensation is competitive at the current levels.
Annual Cash Incentive Awards
The Compensation Committee grants annual cash incentive awards to our executive officers to provide an incentive
to executives to achieve financial goals that are tied to the current fiscal year. For fiscal 2014, the Compensation
Committee changed the balance between revenue performance and earnings per share, or EPS, performance in the
annual cash incentives to reflect Vistaprint’s strategic goal to grow its revenue while maintaining profitability: In fiscal
2014 the annual cash incentive awards were based 70% on Vistaprint’s achievement of full-year constant currency
revenue goals and 30% on Vistaprint’s achievement of full-year EPS goals determined by the Compensation Committee
based on our annual budget approved by the Supervisory Board, while the fiscal 2013 awards placed more emphasis
on revenue goals, with a 90/10 split between revenue and EPS. 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 EPS on a diluted basis for the results of Vistaprint’s operations
on a consolidated basis for the fiscal year, calculated in accordance with U.S. GAAP with some exclusions for income
or expenses relating to certain specific events that the Committee believes would introduce inaccurate reflections of
management-driven performance.
The fiscal 2014 performance goals set by the Compensation Committee for our executive officers' annual cash
incentive awards were constant currency revenue of $1,292,126,992 and EPS of $1.62 - $1.78 (calculated using $1.70
as the target). The Compensation Committee believed that the fiscal 2014 goals were highly challenging but achievable.
As set forth in the fiscal 2014 annual award agreements with our executive officers, the actual amount to be paid for
the annual cash incentives was a percentage of the fiscal 2014 target award for each executive, listed in the table
below, where the payout percentage equals the greater of:
(x) -5.6667 + (4.6667 X Revenue Percentage) + (2.0000 X EPS Percentage); or
(y) -14.7895 + (11.0526 X Revenue Percentage) + (4.7368 X EPS Percentage)
The Revenue Percentage and EPS Percentage were calculated by dividing the actual amounts for the fiscal
year by the revenue and EPS goals described above. If either (1) Vistaprint’s actual constant currency revenue
for fiscal 2014 were less than 92.5% of the goal, or (2) actual adjusted EPS for fiscal 2014 were less than 80%
Proxy Statement