Logitech 2015 Annual Report Download - page 85

Compensation Report for Fiscal Year 2015
75 | – Proxy Statement
2015 Annual General Meeting Invitation, Proxy Statement
officers’ interests with the long-term interests of our
shareholders. The Compensation Committee uses RSUs
because they are less dilutive than stock options.
At the beginning of fiscal year 2015, the Compensation
Committee approved equity awards for four of our
executive officers in recognition of our financial results
and each executive officer’s individual performance
for fiscal year 2014. In determining the amount of each
executive officer’s equity award, the Compensation
Committee took into consideration the recommendations
of our CEO (except with respect to his own equity award
and the Executive Chairman’s equity award), as well
as the factors described above. The Compensation
Committee considers the dilutive effect of our long-
term incentive compensation practices, and the overall
impact that these equity awards, as well as awards to
other employees, will have on shareholder value. The
Compensation Committee also considered the existing
equity holdings of each executive officer, including the
current economic value of their unvested equity awards
and the ability of these unvested holdings to satisfy our
retention objectives.
The Compensation Committee did not grant an award to
our CFO, Mr. Pilette, at the beginning of fiscal year 2015
since he had recently joined the company and received a
new-hire grant at the start of his employment in September
2013. In March 2015, based on Mr. Pilette’s extraordinary
performance during fiscal year 2015 and taking into
consideration Mr. Pilette’s unvested equity at the time of
the grant and the competitive market for strong CFOs in
Silicon Valley, the Compensation Committee approved
an equity award for Mr. Pilette for fiscal year 2015. Due
to the timing of Mr. Pilette’s award, the Compensation
Committee structured the grant consistent with the PSU
structure approved by the Compensation Committee
for fiscal year 2016 including a second financial metric
to the PSU awards. The Compensation Committee
believes that measuring a company’s performance with
multiple metrics will provide a more complete picture
of the Company’s performance. Mr. Pilette’s PSU grant
was based on two performance measures – 50% on
Logitech’s relative TSR described below and 50% on
achievement of a Non-GAAP Operating Margin metric.
Under this portion of the award, 100% of the shares
will be earned when Logitech achieves a targeted level
of Non-GAAP Operating Margin over four consecutive
trailing quarters in a three-year performance period. The
award will vest annually over three years; however, no
shares will vest until we have achieved the targeted Non-
GAAP Operating Margin.
The equity awards for our executive officers were
composed of 60% performance-based RSUs (“PSUs”)
and 40% time-based RSUs that may be settled for our
registered shares, except for Mr. Pilette, who received
his award as 50% PSUs and 50% time-based RSUs.
During fiscal year 2015, as part of the Compensation
Committee’s risk analysis, it determined that certain roles
within our finance department, including our CFO, should
receive more of their equity in time-based RSUs than
awards based on financial results. The equity awards
granted to our executive officers in fiscal year 2015 were
as follows:
Performance Share Units Restricted Stock Units
Named Executive Officer
Number of
Shares
Grant Date
Fair Value
Number of
Shares
Grant Date
Fair Value
Guerrino De Luca 19,608 $255,884 13,072 $171,505
Bracken Darrell 202,260 $2,639,493 134,840 $1,769,101
Vincent Pilette 110,210 $1,369,910 110,210 $1,331,337
Marcel Stolk 38,037 $496,383 25,358 $329,714
L. Joseph Sullivan 25,635 $324,553 17,090 $221,049