Vistaprint 2014 Annual Report Download - page 138

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34
preparation of materials presented to or requested by the Compensation Committee for use and consideration at
Compensation Committee meetings.
Share Ownership Guidelines
In May 2011, we instituted share ownership guidelines for all of our executive officers and members of our
Supervisory Board. The guidelines require our executive officers and supervisory directors to hold Vistaprint equity,
including ordinary shares they hold directly or indirectly, unvested restricted share units and vested, unexercised, in-
the-money share options, with a value, based on the two-year trailing average of the closing prices of Vistaprint’s
ordinary shares on NASDAQ, equal to or greater than a multiple of the executive officer’s annual base salary or the
supervisory director’s annual retainer, as follows:
• Chief Executive Officer: 5 times annual base salary
• Other executive officers: 3 times annual base salary
• Supervisory directors: 5 times Supervisory Board annual cash retainer
Each executive officer and supervisory director has until June 30, 2015 to comply with the share ownership
guidelines, other than Paolo De Cesare and Eric Olsen who have until March 25, 2017, which is four years from
their election as supervisory directors. As of June 30, 2014, all executive officers and supervisory directors had met
or exceeded their ownership guideline requirement.
Section 162(m)
The United States Internal Revenue Service, pursuant to Section 162(m) of the US Tax Code, generally disallows
a tax deduction for compensation in excess of $1.0 million paid to our Chief Executive Officer and to each other
named executive officer (other than the Chief Financial Officer) whose compensation is required to be reported to
our shareholders pursuant to SEC rules by reason of being among our three most highly paid executive officers.
This deduction limitation can apply to compensation paid by U.S. subsidiaries of Vistaprint. Qualifying performance-
based compensation is not subject to the deduction limitation if certain requirements are met.
The Compensation Committee reserves the right to use its judgment to authorize compensation payments that
may be subject to the Section 162(m) limitation when it believes that such payments are appropriate and in the best
interests of Vistaprint and its shareholders, after taking into account business conditions or the officer’s
performance. Although the Compensation Committee considers the impact of Section 162(m) when administering
Vistaprint’s compensation plans, it does not make decisions regarding executive compensation based solely on the
expected tax treatment of such compensation. As a result, the Compensation Committee has deemed it appropriate
at times to forego qualified performance-based compensation under Section 162(m) in favor of awards that may not
be fully tax-deductible by Vistaprint’s subsidiaries.
Report of the Compensation Committee
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and
Analysis contained in this proxy statement. Based on the Compensation Committee’s review and discussions with
management, the Compensation Committee recommended to the Supervisory Board that the Compensation
Discussion and Analysis be included in this proxy statement.
Compensation Committee of the
Supervisory Board
George M. Overholser, Chair
Peter Gyenes
Eric C. Olsen
Mark T. Thomas