Logitech 2015 Annual Report Download - page 72

Compensation Report for Fiscal Year 2015
– Proxy Statement | 62
2015 Annual General Meeting Invitation, Proxy Statement
such arrangements for executive officers that are
members of our Group Management Team (Messrs.
Darrell, Pilette, Stolk and Sullivan).
 Reasonable Change of Control Arrangements –
The post-employment compensation arrangements
for our executive officers provide for amounts and
multiples that we believe are within reasonable market
norms.
 Prohibition on Hedging and Pledging – Under
our Insider Trading Policy, we prohibit our executive
officers from hedging any Company securities and
from pledging any Company securities as collateral for
a loan.
 Succession Planning – Our Board of Directors
reviews on an annual basis our succession strategies
and plans for our most critical positions.
What We Do Not Do
Retirement Programs – Other than our Section
401(k) plan and our Swiss Pension plan generally
available to all employees in the U.S. and Switzerland
respectively, we do not offer defined benefit or
contribution retirement plans or arrangements for our
executive officers.
No Tax “Gross-Ups” or Payments – We do not
provide any “gross-ups” or tax payments in connection
with any compensation element or any excise tax
“gross-up” or tax reimbursement in connection with
any change in control payments or benefits.
No Unearned Dividends – We do not pay dividends
or dividend equivalents on unvested or unearned
restricted stock unit or performance-based restricted
stock unit awards.
No Stock Option Repricing – We do not reprice
options to purchase our registered shares without
stockholder approval.
Say-on-Pay
Logitech has been a leader in providing our shareholders
with an opportunity for advisory votes on compensation.
Beginning in 2009, Logitech voluntarily submitted its
compensation philosophy, policies, and procedures to
a shareholder advisory vote. Our voluntary practice is
now a requirement under U.S. legislation that provides
shareholders the ability to periodically cast advisory
votes on executive compensation, and is reflected in
the proposals for our 2015 Annual General Meeting.
We remain committed to providing clear and thorough
disclosure on our executive compensation practices and
actions, and our Compensation Committee will carefully
consider the voting results.
Beginning this year, in compliance with the Minder
Ordinance, we are also instituting binding shareholder
votes on the aggregate compensation amounts for our
directors and for members of our Group Management
Team consistent with the compensation structure that
shareholders approved in amendments to our Articles of
Incorporation at our 2014 Annual General Meeting.
At our 2014 Annual General Meeting, more than 81%
of the votes cast on our annual Say-on-Pay proposal
supported our named executive officer compensation
program. The Compensation Committee was mindful
of shareholder support for our pay-for-performance
compensation philosophy in maintaining our general
compensation practices and setting fiscal year 2015
compensation for our executive officers. For more
information regarding our annual Say-on-Pay proposal
for fiscal year 2015, see Proposal 2 – Advisory vote to
approve executive compensation.