Vistaprint 2015 Annual Report Download - page 153

41
COMPENSATION OF SUPERVISORY BOARD MEMBERS
We use a combination of cash and share-based incentive compensation to attract and retain qualified candidates
to serve on our Supervisory Board. When considering the compensation of our Supervisory Board, our
Compensation Committee considers the significant amount of time that directors expend in fulfilling their duties to
Cimpress, the skill level that we require of members of our Supervisory Board, and competitive compensation data
from our peer group.
Our Compensation Committee reviewed the current compensation of our Supervisory Board in fiscal 2015 and
decided not to recommend any changes to the compensation program because the Committee believes that our
Supervisory Board's compensation is competitive.
Fees
We pay the members of our Supervisory Board the following fees for their service on our Supervisory Board:
All members of the Supervisory Board Ɣ$34,000 retainer per fiscal year
Ɣ$10,000 retainer per fiscal year for each committee of the
Supervisory Board on which the director serves
Ɣ$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 Board 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
Share Options. Upon his or her initial appointment to the Supervisory Board, each director receives 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. On the date of each annual general meeting, each incumbent Supervisory Board member receives
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. We grant options to our Supervisory Board under our 2005 Non-Employee Directors’ Share Option
Plan, as amended, with an exercise price equal to the fair market value of our ordinary shares on the date of grant.
The Supervisory Board's options vest at a rate of 8.33% per quarter over a period of three years from the date of
grant, so long as the director continues to serve as a director on each such vesting date, and expire upon the earlier
of ten years from the date of grant or 90 days after the director ceases to serve as a director.
Restricted Share Units. On the date of each annual general meeting, in addition to the share option described
above, each incumbent Supervisory Board member receives restricted share units having a fair value equal to
$110,000 granted under our 2011 Equity Incentive Plan. Restricted share units granted to members of our
Supervisory Board after July 1, 2013 vest at a rate of 12.5% per quarter over a period of two years from the date of
grant, so long as the director continues to serve as a director on each such vesting date.
For the purposes of determining the number of share options and restricted share units to be granted, we use the
fair value of each share option and restricted share unit using a generally accepted equity pricing valuation
methodology, such as the Black-Scholes model or binomial method for share options, with such modifications as it
may deem appropriate to reflect the fair market value of the equity awards. In fiscal 2015, we used the Black-
Scholes model to determine fair market value of share options.
Proxy Statement