DEF 14A of CIMPRESS plc, Oct 9, 2024

DEF 14A of CIMPRESS plc

Filed Oct 9, 2024 · FY20240001262976-24-000103

Open on EDGAR

  1. INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS

    INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS Our Board of Directors: The Board of Directors of Cimpress plc consists of four independent, non-employee directors and Robert Keane, our Chief Executive Officer and Chairman, who serve for rotating terms of three years.

  2. INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Board Position | Cimpress Director Since | Current Term Expires at our Annual General Meeting In: | Independent Director | | Robert S. Keane | 61 | Chairman | January 1995 | 2025 | No | | Sophie A. Gasperment | 60 | Non-Employee Director | November 2016 | 2026 | Yes | | Zachary S. Sternberg* | 39 | Non-Employee Director | November 2017 | 2024 | Yes | | Dessislava Temperley | 51 | Non-Employee Director | September 2021 | 2024 | Yes | | Scott J. Vassalluzzo | 52 | Non-Employee Director | January 2015 | 2025 | Yes |

  3. INFORMATION ABOUT OUR DIRECTORS AND EXECUTIVE OFFICERS

    *Mr. Sternberg is not standing for re-election at the 2024 annual meeting. ROBERT S. KEANE has served as our Chief Executive Officer and Chairman since he founded Cimpress in January 1995. From 1988 to 1994, Mr. Keane was an executive at Flex-Key Corporation, an original equipment manufacturer of keyboards, displays and retail kiosks used for desktop publishing. Since December 2019, Mr. Keane has also served on the Board of Directors of Astronics Corporation, a supplier to the aerospace industry. Mr. Keane brings to Cimpress' Board his experience growing Cimpress from inception in 1995 to nearly $3.3 billion of revenue in our 2024 fiscal year, his understanding of the drivers of our intrinsic value per share, and his knowledge of Cimpress' customer needs, business model and markets. SOPHIE A. GASPERMENT has served as Senior Advisor to Boston Consulting Group since November 2019, where she supports their Consumer and Digital Acceleration practices, and has also provided strategy consulting services to several clients. From September 2019 to July 2022, Ms. Gasperment served as an "expert in residence" at Station F for the start-up incubator of HEC Paris. Ms. Gasperment held multiple senior management positions during her tenure at L’Oréal from September 1986 to November 2018, including Managing Director, L’Oréal UK and Ireland as well as Chair and Global Chief Executive Officer of The Body Shop, the value-led retail brand spanning 60 countries and c.20,000 people strong. Ms. Gasperment has served on the board of directors of Kingfisher plc, a FTSE 100 Home Improvement international company, since December 2018, and on the board of directors of Givaudan SA, a world leading flavour and fragrances company, since September 2020. Previously, Ms. Gasperment served for 12 years on the board of Accor, the hospitality global player, where she chaired the Nomination/Remuneration/CSR committee, and of D’Ieteren Group. In addition to serving on the Board of Directors of Cimpress plc, Ms. Gasperment serves on the supervisory board of Vistaprint B.V., a wholly owned Dutch subsidiary of Cimpress. Ms. Gasperment brings to Cimpress' Board her leadership and strategy acumen, her consumer brand-building and go-to-market expertise, her insights in digital business transformation and her experience on the boards of other international public companies. ZACHARY S. STERNBERG is the co-founder and Managing Member of the General Partner of The Spruce House Partnership, a New York-based investment partnership. Spruce House invests in public and private companies globally and seeks to partner with management teams that are focused on growing the per share value of their companies over the long-term. Spruce House holds 8.2% of Cimpress' outstanding shares and has been a shareholder of Cimpress since 2011. Mr. Sternberg brings to Cimpress' Board his perspective as a material and long-term shareholder of Cimpress with a deep understanding of the importance of long-term stewardship of capital informed by more than 15 years of successful investment experience. DESSISLAVA TEMPERLEY serves on the boards of Coca-Cola Europacific Partners PLC, a British multinational bottling company; Corbion N.V., a Dutch food and biochemicals company; and Philip Morris International Inc., a leading international tobacco company. Ms. Temperley previously served as Group Chief Financial Officer of Beiersdorf AG, a German multinational company that manufactures personal-care products and pressure-sensitive adhesives, from July 2018 through June 2021. Ms. Temperley spent 14 years at Nestlé, from April 2004 through June 2018, serving in various roles including Head of Investor Relations, CFO of Nestle Purina Petcare (EMENA), Head of Global Planning and Performance Monitoring, Controller, and Finance Director. In addition to serving on the Board of Directors of Cimpress plc, Ms. Temperley serves on the supervisory board of Vistaprint B.V., a wholly owned Dutch subsidiary of Cimpress. Ms. Temperley brings to Cimpress' Board a wealth of financial and operating expertise from her over 20 years of experience in various finance leadership roles and service on boards of directors and audit committees at multinational companies. SCOTT J. VASSALLUZZO is a Managing Member of Prescott General Partners LLC (PGP), an investment advisory firm that holds 15.5% of Cimpress' outstanding shares. PGP serves as the general partner of three private investment limited partnerships, including Prescott Associates L.P. (together, the Prescott Partnerships). Mr. Vassalluzzo joined the Prescott organization in 1998 and has served as a Managing Member of PGP since January 2012. Prior to 1998, Mr. Vassalluzzo worked in public accounting at Coopers & Lybrand (now PricewaterhouseCoopers LLP) and was a certified public accountant. Mr. Vassalluzzo serves on the boards of directors of Credit Acceptance Corporation, an auto finance company providing automobile loans and other related financial products, and World Acceptance Corporation, a personal installment loan company. Mr. Vassalluzzo brings to Cimpress' Board his advocacy for the priorities of long-termism and intrinsic value per share, his appreciation and understanding of the perspectives of our other long-term shareholders, and his experience on the boards and board committees of other publicly traded companies.

  4. Executive Overview

    Executive Overview Our success depends on our ability to attract and retain top talent in a competitive marketplace, and to motivate that talent to achieve outstanding performance. We have seen the competitiveness for talent intensify over recent years and are often vying for qualified candidates against both larger, established companies with significant cash and equity resources and earlier-stage companies that can offer significant potential equity upside. In fiscal year 2024, we completed our transition away from granting performance share units with performance conditions based on the compound annual growth rate (CAGR) of the three-year moving average of the daily closing share price of Cimpress’ ordinary shares (3YMA), which we refer to as 3YMA-based PSUs. As discussed in our 2023 proxy statement, while the pay-for-performance structure of our 3YMA-based PSUs prevented dilution of shareholders during a multi-year period in which our share price underperformed our expectation, it also meaningfully impaired the retention and motivation value of 3YMA-based PSUs for Cimpress' executives and employees. The long-term incentive (LTI) awards granted to our executive officers in fiscal year 2024 consisted solely of performance share units with performance targets based on the fiscal year 2024 revenue, adjusted EBITDA, and unlevered adjusted free cash flow of Cimpress (for Cimpress executive officers) or Vista (for Florian Baumgartner). This design maintains focus on both in-year financial performance and, since the awards vest over four years, multi-year share price appreciation. We refer to these performance share units as FY24 PSUs, and throughout this proxy statement we refer to the FY24 PSUs and the 3YMA-based PSUs collectively as PSUs. As part of the design, the Compensation Committee assigned relative weightings to each financial metric. In fiscal year 2024, the Compensation Committee approved the following weightings: •fiscal year 2024 revenue: 10% •fiscal year 2024 adjusted EBITDA: 45% •fiscal year 2024 unlevered adjusted free cash flow: 45% After the end of fiscal year 2024, the number of shares issuable pursuant to each FY24 PSU was determined and fixed based on (i) the relative weightings of each financial metric and (ii) the degree of achievement against each performance target, as described further below. LTI recipients in Cimpress central teams and Vista other than executive officers received a mix of FY24 PSUs and restricted share units (RSUs) depending on their seniority level.

  5. Competitive Compensation Program

    Competitive Compensation Program In determining the compensation of our executive officers, our Compensation Committee takes into account the competitiveness of our executive compensation program, the internal equity of compensation among our executives, and each executive’s impact, criticality, and scope of role. The Committee does not assign specific weights to particular factors but considers them together in determining compensation. To assess the competitiveness of our executive compensation program for fiscal year 2024, our Compensation Committee used a compensation analysis that we developed internally using data from the comparison peer group described below, published compensation survey data, and detailed historical compensation analyses for each executive officer. The Committee did not engage an outside compensation consultant. We chose the 16 publicly traded companies that comprise our peer group based on revenue, market capitalization, location, and industry, while taking into account the high-growth, technology-enabled businesses with which we might reasonably expect to compete for executive-level talent. The companies in our peer group for fiscal year 2024 are:

  6. Competitive Compensation Program

    | Akamai Technologies, Inc. | iRobot Corporation | Teradyne, Inc. | | CarGurus, Inc. | New Relic, Inc. | TripAdvisor, Inc. | | Cerence, Inc. | Pegasystems, Inc. | Upwork, Inc. | | Etsy, Inc. | PTC, Inc. | Yelp, Inc. | | HubSpot, Inc. | Rapid7, Inc. | | | IAC Inc. | Stitch Fix, Inc. | |

  7. Competitive Compensation Program

    For fiscal year 2024, the principal elements of our compensation program for our named executive officers included base salary, LTI awards in the form of FY24 PSUs, and standard health and welfare benefits that are applicable to employees in each executive's geographic location. The amount of total target compensation granted to Robert Keane did not change from fiscal year 2023 to fiscal year 2024, but the Compensation Committee adjusted the mix of Mr. Keane's annual cash compensation and LTI compensation to more closely align Mr. Keane's guaranteed cash compensation with other executive officers. Specifically, the Compensation Committee reduced Mr. Keane's base salary by $750,000 to $1,000,000 for fiscal year 2024 while increasing his LTI compensation by $750,000 to $7,250,000. While in fiscal years 2017 through 2023 Mr. Keane received all of his LTI compensation in the form of 3YMA-based PSUs, in fiscal year 2024 he received FY24 PSUs based on the financial performance of Cimpress on a consolidated basis. For Sean Quinn and Maarten Wensveen, taking into account the totality of the factors described above, the Compensation Committee kept the amount of total target compensation and the mix of annual cash compensation and LTI compensation the same from fiscal year 2023 to fiscal year 2024. Like Mr. Keane, the fiscal year 2024 LTI compensation of Messrs. Quinn and Wensveen consisted of FY24 PSUs based on the financial performance of Cimpress on a consolidated basis. For Florian Baumgartner, the Compensation Committee maintained his fiscal year 2024 base salary at the same level as fiscal 2023. Mr. Baumgartner received only a small portion of his base salary in cash because he had elected in December 2020 to reduce his base salary by 88% for a four-year period from January 1, 2021 to December 31, 2024 in exchange for an RSU award granted on January 1, 2021 with a value (based on Cimpress' then-current share price) equal to the cumulative salary reduction, which RSUs vest in 16 equal quarterly installments over four years. The Compensation Committee increased the amount of Mr. Baumgartner's annual LTI award for fiscal year 2024 by $250,000 to $2,750,000, consisting of FY24 PSUs based on the financial performance of the Vista business. Mr. Baumgartner's overall LTI compensation was lower in fiscal year 2024 than in fiscal year 2023 due to a one-time RSU award he received in January 2023 in connection with his promotion to CEO, Vista and designation as an executive officer.

  8. Long-Term Incentive Program

    Long-Term Incentive Program In fiscal year 2024, 100% of the LTI compensation we granted to our executive officers was in the form of FY24 PSU awards. Our executive officers also hold legacy 3YMA-based PSU awards granted to them in prior years, none of which have paid out because none of the performance conditions has been satisfied, and our executive officers other than Mr. Keane hold share options and RSU awards that were granted to them in prior years and continued to vest in fiscal year 2024. FY24 Performance Share Units. The financial metrics, performance targets, weightings, and multipliers are as follows:

  9. Long-Term Incentive Program

    | Fiscal Year 2024 Revenue Performance Target for Cimpress: $3,264,404,427 Performance Target for Vista: $1,739,717,330 Weighting: 10% | | | | | | Percentage Achievement | <95% (Below Threshold) | 95% (Threshold) | 100% (Target) | 105% or higher (Maximum) | | Multiplier | 0% | 60% | 100% | 160% | | Fiscal Year 2024 Adjusted EBITDA Performance Target for Cimpress: $420,000,000 Performance Target for Vista: $333,842,676 Weighting: 45% | | | | | | Percentage Achievement | <90% (Below Threshold) | 90% (Threshold) | 100% (Target) | 110% or higher (Maximum) | | Multiplier | 0% | 60% | 100% | 160% | | Fiscal Year 2024 Unlevered Free Cash Flow Performance Target for Cimpress: $288,497,675 Performance Target for Vista: $283,470,167 Weighting: 45% | | | | | | Percentage Achievement | <90% (Below Threshold) | 90% (Threshold) | 100% (Target) | 110% or higher (Maximum) | | Multiplier | 0% | 60% | 100% | 160% |

  10. Long-Term Incentive Program

    Once the Committee determines the multiplier for the FY24 PSU awards based on the level of achievement against the performance targets as outlined above, the awards vest over four years following the grant date subject to continued employment on each vest date. In August 2024, the Compensation Committee determined that the multiplier for the FY24 PSU awards based on Cimpress' consolidated results is 151% based on 95.23% achievement of the revenue target, 153.58% achievement of the adjusted EBITDA target, and 160% achievement of the unlevered free cash flow target. The Committee determined that the multiplier for the FY24 PSU awards based on Vista's results is 145% based on 104.30% achievement of the revenue target, 139.62% achievement of the adjusted EBITDA target, and 160% achievement of the unlevered free cash flow target. Please see Appendix A attached to this proxy statement for reconciliations of the LTI financial measures to the financial measures reported in our audited financial statements in accordance with generally accepted accounting principles. Share Options and Restricted Share Units. In previous fiscal years, we granted share options and RSU awards to executives other than Mr. Keane that vest over four years. The share options have a ten-year term and an exercise price equal to the closing price of Cimpress' shares on the NASDAQ Global Select Market on the grant date. Upon vesting each RSU is settled in ordinary shares of Cimpress plc on a one-to-one basis so long as Cimpress continues to employ the recipient on the vesting date. 3YMA-Based Performance Share Units. The 3YMA-based PSU awards granted to our executive officers in previous fiscal years pay out only if the 3YMA reaches or exceeds specified CAGR thresholds which require our 3YMA to steadily increase over a period of several years. The 3YMA-based PSU awards have performance periods ranging from four to ten years, and each anniversary of the grant date within the performance period is a performance measurement date. On the first such measurement date that the 3YMA equals or exceeds the threshold CAGR set forth in the award agreement as compared to the 3YMA at the date of grant, the performance condition would be satisfied, and we would issue to the employee the number of Cimpress ordinary shares determined by multiplying the number of PSUs subject to the award by the applicable performance-based multiplier. The performance-based multipliers range from 75% for a 7% 3YMA CAGR to 250% for a 3YMA CAGR of 20% or above. If the 3YMA CAGR does not reach at least the lowest performance threshold set forth in the PSU award agreement on any of the measurement dates during the performance period, then the PSU award would terminate and no Cimpress ordinary shares would be issued with respect to the award. The 3YMA-based PSUs generally service vest 25% per year over four years so long as the employee remains employed by Cimpress on each vesting date. To date, no shares have been issued on any of the performance measurement dates for our outstanding 3YMA-based PSUs because our 3YMA has been well below the applicable CAGR thresholds. The 3YMA CAGR thresholds are higher for future measurement dates, making future share issuances unlikely unless there is a dramatic and sustained increase in our share price.

  11. Realized Compensation

    Realized Compensation To supplement the SEC-required disclosure, the chart below shows the Realized Compensation for each named executive officer. We define "Realized Compensation" as the total of (1) salary received, (2) bonus received, (3) the value of all Cimpress shares issued pursuant to the vesting of share awards including shares withheld for taxes, and (4) the value of Cimpress shares subject to option awards that vested, in each case, during a given fiscal year. Because the Summary Compensation Table in the Executive Compensation Tables section of this proxy statement includes the value of equity awards only in the fiscal year during which they are granted and does not account for vesting of outstanding awards, the impacts of performance-based multipliers on vesting quantities, or changes to our share price at the time of vesting events, an executive's Realized Compensation often varies significantly from the amounts shown in the Summary Compensation Table. The table immediately below compares Realized Compensation to the totals shown in the Summary Compensation Table.

  12. Realized Compensation

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Value of Vested Share Award Shares ($)(1) | Value of Vested Option Shares ($)(2) | Realized Compensation ($) | Summary Compensation Table Total ($) | | Robert S. Keane | 2024 | 1,000,000 | — | — | — | 1,000,000 | 8,284,739 | | Chairman and Chief Executive | 2023 | 1,756,346 | — | — | — | 1,756,346 | 3,077,261 | | Officer, Cimpress | 2022 | 766,468 | — | — | — | 766,468 | 8,133,820 | | Florian Baumgartner | 2024 | 93,662 | 200,000 | 3,209,238 | 482,106 | 3,985,006 | 3,043,607 | | Executive Vice President and | 2023 | 94,292 | 200,000 | 949,626 | 181,126 | 1,425,044 | 3,294,244 | | Chief Executive Officer, Vista | | | | | | | | | Sean Quinn | 2024 | 800,000 | — | 3,459,764 | 655,621 | 4,915,385 | 4,210,093 | | Executive Vice President and | 2023 | 800,000 | — | 724,799 | 246,344 | 1,771,143 | 4,209,727 | | Chief Financial Officer | 2022 | 800,000 | 129,375 | 574,051 | — | 1,503,426 | 7,351,074 | | Maarten Wensveen | 2024 | 750,000 | — | 2,467,068 | 530,316 | 3,747,384 | 3,510,295 | | Executive Vice President and | 2023 | 750,000 | — | 370,842 | 199,240 | 1,320,082 | 3,510,296 | | Chief Technology Officer | 2022 | 750,000 | — | 362,150 | — | 1,112,150 | 5,269,744 |

  13. Realized Compensation

    (1) The value realized on vesting of share awards is determined by multiplying the number of shares that vested by the closing sale price of our ordinary shares on Nasdaq on the vest date, or on the last trading date immediately before the vest date if the vest date is not a trading date. (2) The value realized on vesting of option shares is determined by multiplying the number of shares that vested by the difference between the exercise price of the options and the closing sale price of our ordinary shares on Nasdaq on the vest date, or on the last trading date immediately before the vest date if the vest date is not a trading date.

  14. Executive Retention and Other Agreements

    | Name | | Cash Payment ($)(1) | Accelerated Vesting of Share Options ($)(2) | Accelerated Vesting of RSUs and PSUs ($)(3) | Benefits ($)(4) | Tax Gross-Up Payment ($)(5) | Total ($) | | Robert S. Keane | | | | | | | | | • | Termination Without Cause or With Good Reason | 2,000,000 | — | — | 43,479 | — | 2,043,479 | | • | Change in Control | — | — | 9,027,159 | — | — | 9,027,159 | | • | Change in Control w/ Termination Without Cause or With Good Reason | 2,000,000 | — | 9,027,159 | 43,479 | — | 11,070,638 | | Florian Baumgartner (6) | | | | | | | | | • | Termination Without Cause or With Good Reason | 93,662 | — | 160,502 | 10,293 | — | 264,457 | | • | Change in Control | — | 1,129,582 | 7,925,201 | — | — | 9,054,783 | | • | Change in Control w/ Termination Without Cause or With Good Reason | 93,662 | 1,129,582 | 8,085,703 | 10,293 | — | 9,319,240 | | Sean E. Quinn | | | | | | | | | • | Termination Without Cause or With Good Reason | 800,000 | — | — | 27,691 | — | 827,691 | | • | Change in Control | — | 1,536,270 | 7,901,809 | — | — | 9,438,079 | | • | Change in Control w/ Termination Without Cause or With Good Reason | 800,000 | 1,536,270 | 7,901,809 | 27,691 | — | 10,265,770 | | Maarten Wensveen | | | | | | | | | • | Termination Without Cause or With Good Reason | 750,000 | — | — | 27,403 | — | 777,403 | | • | Change in Control | — | 1,242,548 | 5,911,310 | — | — | 7,153,858 | | • | Change in Control w/ Termination Without Cause or With Good Reason | 750,000 | 1,242,548 | 5,911,310 | 27,403 | — | 7,931,261 |

  15. Executive Retention and Other Agreements

    | (1) Amounts in this column represent severance amounts payable under the executive retention agreements upon the triggering event described in the first column. | | (2) Amounts in this column represent the value of unvested, in-the-money share options upon the triggering event described in the first column. The value of share options is based on the difference between the exercise price of the options and $87.61 per share, which was the closing price of our ordinary shares on Nasdaq on June 28, 2024, the last trading day of fiscal year 2024. | | (3) Amounts in this column represent the value, based on $87.61 per share, which was the closing price of our ordinary shares on Nasdaq on June 28, 2024, the last trading day of fiscal year 2024, of unvested RSUs and FY24 PSUs that would vest upon the triggering event described in the first column. For 3YMA-based PSUs, we assumed the price paid per share to holders of Cimpress' shares in connection with the change in control would represent a CAGR below the target performance goal for the PSU awards and accordingly that no shares would be issued pursuant to outstanding 3YMA-based PSU awards in a change in control. | | (4) Amounts reported in this column represent the estimated cost of providing employment related benefits (such as insurance for medical, dental, and vision) during the period the named executive officer is eligible to receive those benefits under the executive retention agreements, which is two years for Mr. Keane and one year for the other named executive officers. | | (5) None of our executive officers other than Mr. Keane have excise tax gross-up provisions in their agreements. We calculated the amount of tax gross up to which Mr. Keane would have been entitled if a triggering event had occurred on June 30, 2024 and determined that he would not have been entitled to a gross-up payment based on the assumptions described above. |

  16. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation as required to be disclosed by SEC rules in each of the last three fiscal years for: (i) our principal executive officer, (ii) our principal financial officer, and (iii) our other executive officers as of June 30, 2024. Throughout this proxy statement, we refer to the individuals listed in (i) through (iii) above as our named executive officers.

  17. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Share Awards ($)(3) | Option Awards ($)(3) | All Other Compensation ($) | Total ($) | | Robert S. Keane | 2024 | 1,000,000 | — | 7,249,901 | — | 34,838(5) | 8,284,739 | | Chairman and Chief | 2023 | 1,756,346 | — | 1,320,915 | — | — | 3,077,261 | | Executive Officer, Cimpress | 2022 | 766,468 | — | 7,342,285 | — | 25,067 | 8,133,820 | | Florian Baumgartner(4) | 2024 | 93,662 | 200,000 | 2,749,945 | — | — | 3,043,607 | | Executive Vice President and | 2023 | 94,292 | 200,000 | 1,749,969 | 1,249,983 | — | 3,294,244 | | Chief Executive Officer, Vista | | | | | | | | | Sean E. Quinn | 2024 | 800,000 | — | 3,399,997 | — | 10,096(6) | 4,210,093 | | Executive Vice President | 2023 | 800,000 | — | 1,699,975 | 1,699,987 | 9,765 | 4,209,727 | | and Chief Financial Officer | 2022 | 800,000 | 129,375 | 6,412,776 | — | 8,923 | 7,351,074 | | Maarten Wensveen | 2024 | 750,000 | — | 2,749,945 | — | 10,350(6) | 3,510,295 | | Executive Vice President and | 2023 | 750,000 | — | 1,374,958 | 1,374,988 | 10,350 | 3,510,296 | | Chief Technology Officer | 2022 | 750,000 | — | 4,510,594 | — | 9,150 | 5,269,744 |

  18. Summary Compensation Table

    | (1) In fiscal years 2019 through 2022, Mr. Keane received as much of his compensation as possible in the form of 3YMA-based PSUs, within the 75,000 PSUs per fiscal year limit set forth in his PSU Limitation Agreement. For Mr. Keane, the amount in this column for fiscal year 2022 represents the amount of his compensation that exceeded the 75,000 PSUs per fiscal year limit set forth in his PSU Limitation Agreement and was instead paid to him in cash as salary. | | (2) The amounts reported in this column for Messrs. Baumgartner and Quinn represent the payment of cash retention bonuses that were granted in previous fiscal years and vested in the years shown. | | (3) The amounts reported in these columns represent a dollar amount equal to the grant date fair value of the share options and share awards as computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. See footnote 5 to the Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2024 table for the value of the FY24 PSUs granted in fiscal year 2024 assuming the maximum achievement of the performance conditions. | | (4) Mr. Baumgartner was designated an executive officer of Cimpress in February 2023 in connection with his promotion to Chief Executive Officer of Vista. The amounts paid to or on behalf of Mr. Baumgartner (other than option and share awards) were paid in Euros. For fiscal year 2024, we converted these payments as reflected in this table from Euros to U.S. dollars at a currency exchange rate of €1.00 to $1.07658 based on the average currency exchange rate for the month of June 2024. | | (5) This amount represents Cimpress' external costs associated with its support of Mr. Keane's relocation of his primary residence and principal work location, including the formation and maintenance of a new subsidiary and obtaining legal and tax advice relating to Mr. Keane's employment. | | (6) This amount represents our matching contributions under our 401(k) deferred savings retirement plans. |

  19. Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2024

    Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2024 The following table contains information about plan-based awards granted to each of our named executive officers during the fiscal year ended June 30, 2024.

  20. Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2024

    | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(1) | | | Grant Date Fair Value of Share Awards | | | | Threshold | Target | Maximum | | | Name | Grant Date | (#)(2) | (#)(3) | (#)(4) | ($)(5) | | Robert S. Keane | 8/15/2023 | 60,897 | 101,495 | 162,392 | 7,124,949 | | | 12/14/2023 | 925 | 1,543 | 2,468 | 124,952 | | Florian Baumgartner | 8/15/2023 | 23,503 | 39,173 | 62,676 | 2,749,945 | | Sean E. Quinn | 8/15/2023 | 29,059 | 48,433 | 77,492 | 3,399,997 | | Maarten Wensveen | 8/15/2023 | 23,503 | 39,173 | 62,676 | 2,749,945 |

  21. Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2024

    ___________________________

  22. Grants of Plan-Based Awards in the Fiscal Year Ended June 30, 2024

    | (1) These columns represent FY24 PSU awards. Each PSU represents a right to receive between 0 and 1.6 Cimpress ordinary shares upon the satisfaction of (A) service-based vesting, and (B) performance conditions relating to he fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow of Cimpress (for Cimpress executive officers) or Vista (for Florian Baumgartner). The service-based vesting condition is that these FY24 PSU awards vest as to 25% of the number of PSUs subject to the award on August 15, 2024 and as to 6.25% of the number of PSUs every three months thereafter until August 15, 2028. | | (2) These amounts represent the number of Cimpress ordinary shares that would be subject to each FY24 PSU award if the target for the fiscal year 2024 revenue had been achieved at a 95% level and the adjusted EBITDA and unlevered cash flow had been achieved at a 90% level (multiplier of 60%). | | (3) These amounts represent the number of Cimpress ordinary shares that would be subject to each FY24 PSU award if the targets for the fiscal year 2024 revenue, adjusted EBITDA, and unlevered cash flow had been achieved at a 100% level (multiplier of 100%). | | (4) These amounts represent the number of Cimpress ordinary shares that would be subject to each FY24 PSU award if the target for the fiscal year 2024 revenue had been achieved at a 105% level or above and the adjusted EBITDA and unlevered cash flow had been achieved at a 110% level or above (multiplier of 160%). | | (5) The amounts reported in this column represent the grant date fair value for the equity awards computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. The maximum value of the FY24 PSUs assuming the maximum achievement of the performance conditions is $11,599,777 for Mr. Keane, $4,399,855 for Messrs. Baumgartner and Wensveen, and $5,439,938 for Mr. Quinn. We calculated the maximum values by multiplying the maximum number of shares issuable pursuant to each FY24 PSU award by the closing price of our ordinary shares on Nasdaq on the grant date. |

  23. Outstanding Equity Awards at June 30, 2024

    Outstanding Equity Awards at June 30, 2024 The following table contains information about outstanding option awards, unvested RSUs and FY24 PSUs, and unearned shares subject to 3YMA-based PSUs as of June 30, 2024 for each of our named executive officers.

  24. Outstanding Equity Awards at June 30, 2024

    | | Option Awards | | | | Share Awards | | | | | | Number of Securities Underlying Unexercised Options (1) | | Option Exercise Price | Option Expiration Date | Number of Share Units That Have Not Vested | Market Value of Share Units That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares | Equity Incentive Plan Awards: Market Value of Unearned Shares | | Name | (#) Exercisable | (#) Unexercisable | ($) | | (#)(2) | ($)(3) | (#) | ($)(4) | | Robert S. Keane | | | | | 155,586(5) | 13,630,889 | 93,750(6) | 8,213,438 | | | | | | | | | 78,970(7) | 6,918,562 | | | | | | | | | 73,498(8) | 6,439,160 | | | | | | | | | 10,759(9) | 942,596 | | | | | | | | | 91,536(10) | 8,019,469 | | | | | | | | | 1,398(11) | 122,479 | | | | | | | | | 19,010(12) | 1,665,466 | | | | | | | | | 1,403(13) | 122,917 | | | | | | | | | 73,335(14) | 6,424,879 | | | | | | | | | 79,322(15) | 6,949,400 | | | | | | | | | 10,886(16) | 953,722 | | | | | | | | | 1,611(17) | 141,140 | | | | | | | | | 1,288(18) | 112,842 | | | | | | | | | 91,768(19) | 8,039,794 | | | | | | | | | 1,981(20) | 173,555 | | Florian Baumgartner | 3,410 | 27,278 | 46.20 | 8/15/2032 | 56,800(5) | 4,976,248 | 10,743(21) | 941,194 | | | | | | | 1,329(22) | 116,434 | 10,999(23) | 963,622 | | | | | | | 5,496(24) | 481,505 | 10,451(25) | 915,612 | | | | | | | 834(26) | 73,067 | | | | | | | | | 1,869(27) | 163,743 | | | | | | | | | 4,228(28) | 370,415 | | | | | | | | | 16,527(29) | 1,447,930 | | | | | | | | | 15,219(30) | 1,333,337 | | | | | | | | | 11,281(31) | 988,328 | | | | Sean E. Quinn | 37,099 | 37,099 | 46.20 | 8/15/2032 | 73,133(5) | 6,407,182 | 24,301(6) | 2,129,011 | | | | | | | 3,988(22) | 349,389 | 20,306(7) | 1,779,009 | | | | | | | 1,489(26) | 130,451 | 18,898(8) | 1,655,654 | | | | | | | 5,609(27) | 491,404 | 22,952(32) | 2,010,825 | | | | | | | 9,977(28) | 874,085 | 19,641(23) | 1,720,748 | | | | | | | 20,697(30) | 1,813,264 | 19,410(25) | 1,700,510 | | Maarten Wensveen | 30,007 | 30,006 | 46.20 | 8/15/2032 | 59,151(5) | 5,182,219 | 14,400(6) | 1,261,584 | | | | | | | 3,323(22) | 291,128 | 6,016(7) | 527,062 | | | | | | | 4,674(27) | 409,489 | 3,651(8) | 319,864 | | | | | | | 3,563(28) | 312,154 | 18,362(32) | 1,608,695 |

  25. Outstanding Equity Awards at June 30, 2024

    | 16,740(30) | 1,466,591 | 20,951(23) | 1,835,517 | | | | 16,175(25) | 1,417,092 |

  26. Outstanding Equity Awards at June 30, 2024

    ___________________

  27. Outstanding Equity Awards at June 30, 2024

    | (1) 25% of the original number of shares subject to each option award vest on June 30, 2023, and 6.25% of the original number of shares vest every three months thereafter until June 30, 2026, so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on each vesting date. | | (2) These amounts represent the number of Cimpress ordinary shares issuable pursuant to RSU and FY24 PSU awards upon vesting. | | (3) The market value of the unvested RSUs and FY24 PSUs is determined by multiplying the number of shares issuable pursuant to the RSU and FY24 PSU awards by $87.61 per share, which was the closing price of our ordinary shares on Nasdaq on June 28, 2024, the last trading day of fiscal year 2024. | | (4) The market value of the unearned 3YMA-based PSUs is determined by multiplying the number of shares that would be issuable if the conditions described in the footnotes below were achieved by $87.61 per share, which was the closing price of our ordinary shares on Nasdaq on June 28, 2024, the last trading day of fiscal year 2024. | | (5) This amount represents the number of Cimpress ordinary shares issuable pursuant to this FY24 PSU award if the service-based condition is satisfied and reflects the Compensation Committee's determination of the number of ordinary shares earned for each FY24 PSU based on Cimpress' and Vista's actual fiscal year 2024 revenue, adjusted EBITDA, and unlevered free cash flow compared to the performance targets set by the Compensation Committee. The service-based vesting condition is that these FY24 PSU awards vest as to 25% of the number of PSUs subject to the award on August 15, 2024 and as to 6.25% of the number of PSUs every three months thereafter until August 15, 2028, so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on each vesting date. | | (6) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2022 through 2026, compared to $69.44, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (7) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2023 through 2027, compared to $83.10, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (8) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2024 through 2028, compared to $102.68, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (9) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any February 15 of 2025 through 2029, compared to $109.35, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (10) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2025 through 2029, compared to $108.92, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (11) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any November 15 of 2025 through 2029, compared to $111.70, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (12) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2026 through 2030, compared to $112.72, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (13) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any November 15 of 2026 through 2030, compared to $111.23, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition of these 3YMA-based PSUs is that 25% of the PSUs vest on November 24 of each of 2021 through 2024 so long as Mr. Keane continues to be an eligible participant under Cimpress' 2016 Performance Equity Plan on such vesting date. However, no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. |

  28. Outstanding Equity Awards at June 30, 2024

    | (14) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any February 15 of 2027 through 2031, compared to $108.31, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (15) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2027 through 2031, compared to $100.46, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition of these 3YMA-based PSUs is that 25% of the PSUs vest on June 30 of each of 2022 through 2025 so long as Mr. Keane continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on such vesting date. However, no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (16) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any August 15 of 2027 through 2031, compared to $100.46, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (17) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any November 15 of 2027 through 2031, compared to $96.94, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition of these 3YMA-based PSUs is that 25% of the PSUs vest on November 29 of each of 2022 through 2025 so long as Mr. Keane continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on such vesting date. However, no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (18) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any November 15 of 2027 through 2031, compared to $96.94, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (19) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any November 16 of 2028 through 2032, compared to $78.82, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition of these 3YMA-based PSUs is that 25% of the PSUs vest on June 30 of each of 2023 through 2026 so long as Mr. Keane continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on such vesting date. However, no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (20) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 11% to 11.99% on any November 16 of 2028 through 2032, compared to $78.82, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition of these 3YMA-based PSUs is that 25% of the PSUs vest on November 15 of each of 2023 through 2026 so long as Mr. Keane continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on such vesting date. However, no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (21) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 9% to 9.99% on any November 15 of 2023 through 2027, compared to $111.70, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (22) These RSU awards vest as to 25% of the original number of units on July 1 of each of 2021 through 2024, on each of which dates we will automatically issue one ordinary share for each vested unit so long as the named executive officer continues to be an eligible participant under Cimpress' 2011 Equity Incentive Plan on that date. | | (23) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 9% to 9.99% on any February 15 of 2025 through 2029, compared to $95.46, which was the two-year moving average daily closing price of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (24) This RSU award vests as to 6.25% of the original number of units on May 15, 2021 and as to an additional 6.25% on the 15th day of every third month thereafter until February 15, 2025, on each of which dates we will automatically issue one ordinary share for each vested unit so long as Mr. Baumgartner continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. | | (25) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 9% to 9.99% on any August 15 of 2025 through 2029, compared to $100.46, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition for these 3YMA-based PSUs is that 25% of the original number of PSUs vest on June 30 of each of 2022 through 2025 so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on each vesting date. However, no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. | | (26) These RSU awards vest as to 25% of the original number of units on August 15 of each of 2021 through 2024, on each of which dates we will automatically issue one ordinary share for each vested unit so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. |

  29. Outstanding Equity Awards at June 30, 2024

    | (27) These RSU awards vest as to 25% of the original number of units on August 15 of each of 2022 through 2025, on each of which dates we will automatically issue one ordinary share for each vested unit so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. | | (28) These RSU awards vest as to one third of the original number of units on February 15 of each of 2023 through 2025, on each of which dates we will automatically issue one ordinary share for each vested unit so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. | | (29) This RSU award vests as to 25% of the original number of units on April 15 of each of 2023 through 2026, on each of which dates we will automatically issue one ordinary share for each vested unit so long as Mr. Baumgartner continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. | | (30) These RSU awards vest as to 25% of the original number of units on August 15, 2023 and as to an additional 6.25% on the 15th day of every third month thereafter until August 15, 2026, on each of which dates we will automatically issue one ordinary share for each vested unit so long as the named executive officer continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. | | (31) This RSU award vests as to 25% of the original number of units on January 15, 2024 and as to an additional 6.25% on the 15th day of every third month thereafter until January 15, 2027, on each of which dates we will automatically issue one ordinary share for each vested unit so long as Mr. Baumgartner continues to be an eligible participant under Cimpress' 2020 Equity Incentive Plan on that date. | | (32) This amount represents the number of Cimpress ordinary shares that would be issuable if the 3YMA CAGR is 9% to 9.99% on any August 15 of 2023 through 2027, compared to $108.92, which was the 3YMA of Cimpress' ordinary shares on the grant date. The service-based vesting condition has been fully satisfied for these 3YMA-based PSUs, but no shares will be earned or issuable until the 3YMA on a measurement date meets or exceeds the CAGR performance thresholds. |

  30. CEO Pay Ratio

    CEO Pay Ratio Mr. Keane's fiscal year 2024 annual total compensation was $8,284,739, as reported in the Summary Compensation Table above, and the fiscal year 2024 annual total compensation of our median compensated employee other than Mr. Keane was $28,970. The ratio of the median employee's total compensation to Mr. Keane's total compensation is 1-to-286. As supplemental information, Mr. Keane's Realized Compensation for fiscal year 2024, as described above in the Compensation Discussion and Analysis section, was $1,000,000, which yields a ratio of 1-to-35. Because there were no changes to our employee population or employee compensation from fiscal year 2023 to fiscal year 2024 that significantly impacted our pay ratio disclosure, we used the same median employee for fiscal year 2024 as we did for fiscal year 2023. For purposes of identifying the median compensated employee for fiscal year 2023, we used the same methodology that we have used in the past: we took into account base salary (for salaried employees) and wages paid (for hourly employees) during the fiscal year for all our employees as of May 1, 2023. We annualized this compensation for employees who did not work the entire fiscal year, except for employees designated as seasonal or temporary.

  31. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth the total compensation of Robert Keane, our Chief Executive Officer (who is our principal executive officer as defined by SEC rules) and the average total compensation of our other named executive officers (Other NEOs) for fiscal years 2024, 2023, 2022, and 2021, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” to such individuals, calculated in accordance with applicable SEC rules. The "compensation actually paid" amounts for fiscal years 2023, 2022, and 2021 set forth in the table below have been revised to reflect the Compliance and Disclosure Interpretations relating to Item 402(v) of Regulation S-K that the SEC published in the second half of calendar year 2023, and these amounts are therefore different from the "compensation actually paid" amounts for fiscal years 2023, 2022, and 2021 reported in the Pay Versus Performance table in our proxy statement dated October 26, 2023. Our Compensation Committee did not consider “compensation actually paid,” as defined by SEC rules, when making its executive compensation decisions for the covered fiscal years. Please see the Compensation Discussion and Analysis section in this proxy statement for a discussion of our Compensation Committee’s philosophy, objectives, and practices when making executive compensation decisions. “Compensation actually paid” does not reflect amounts actually realized or realizable by our CEO and Other NEOs and may be higher or lower than the amounts our executives actually realize. See the discussion of "Realized Compensation" in the Compensation Discussion and Analysis section of this proxy statement for a calculation of compensation realized or realizable by our executives in each fiscal year.

  32. Pay Versus Performance Table

    Pay Versus Performance Table

  33. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($)(1) | Average Summary Compensation Table Total for Other NEOs ($) | Average Compensation Actually Paid to Other NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Cimpress' Net Income (Loss) (in thousands) ($)(4) | Cimpress' Adjusted EBITDA (in thousands) ($)(5) | | | | | | | Cimpress Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(3) | | | | 2024 | 8,284,739 | 21,341,751 | 3,587,998 | 8,308,863 | 114.76 | 123.66 | 173,682 | 457,503 | | 2023 | 3,077,261 | 15,721,823 | 3,671,422 | 7,673,690 | 77.91 | 91.24 | (185,978) | 339,832 | | 2022 | 8,133,820 | (30,575,430) | 6,310,409 | (5,800,169) | 50.96 | 82.38 | (54,331) | 281,063 | | 2021 | 8,340,034 | 18,254,681 | 5,320,963 | 7,884,721 | 142.01 | 130.30 | (85,229) | 349,118 |

  34. Pay Versus Performance Table

    _____________ (1) Mr. Keane served as our principal executive officer for each of fiscal years 2021, 2022, 2023, and 2024. The following table shows for each covered fiscal year the adjustments made to the total compensation shown for Mr. Keane in the Summary Compensation Table to arrive at "compensation actually paid" as reflected in the table above.

  35. Pay Versus Performance Table

    | Adjustments to Determine CEO Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | 8,284,739 | 3,077,261 | 8,133,820 | 8,340,034 | | Subtract: Grant date fair values of equity awards reported in "Stock Awards" column of the Summary Compensation Table | (7,249,901) | (1,320,915) | (7,342,285) | (8,283,797) | | Add: Fair value as of the end of the covered fiscal year (FY) of all equity awards granted during the covered FY that remain outstanding and unvested as of the end of the FY | 9,027,159 | 4,870,500 | 1,508,362 | 8,752,710 | | Add: The change in fair value (whether positive or negative) as of the end of the covered FY from the end of the prior FY of any equity awards granted in any prior FY that remain outstanding and unvested as of the end of the covered FY | 11,279,754 | 9,094,977 | (32,875,327) | 9,445,734 | | Add: The fair value as of the vesting date of any equity awards that are granted and vest in the same FY | — | — | — | — | | Add: The change in fair value (whether positive or negative) as of the vesting date from the end of the prior FY of any equity awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the covered FY | — | — | — | — | | Subtract: Fair value at the end of the prior FY of any equity awards that fail to meet the applicable vesting conditions during the covered FY | — | — | — | — | | Compensation Actually Paid to CEO | 21,341,751 | 15,721,823 | (30,575,430) | 18,254,681 |

  36. Pay Versus Performance Table

    (2) The Other NEOs whose compensation amounts are averaged and included in this table are Sean Quinn and Maarten Wensveen for all four fiscal years and Florian Baumgartner for fiscal years 2023 and 2024 only. The following table shows for each covered fiscal year the adjustments made to the average of the total compensation shown for the Other NEOs in the Summary Compensation Table to arrive at "compensation actually paid" as reflected in the table above.

  37. Pay Versus Performance Table

    | Adjustments to Determine Average Other NEO Compensation Actually Paid | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total (Average) | 3,587,998 | 3,671,422 | 6,310,409 | 5,320,963 | | Subtract: Grant date fair values of equity awards reported in "Option Awards" column of the Summary Compensation Table | — | (1,441,653) | — | — | | Subtract: Grant date fair values of equity awards reported in "Stock Awards" column of the Summary Compensation Table | (2,966,629) | (1,608,301) | (5,461,685) | (4,349,908) | | Add: Fair value as of the end of the covered fiscal year (FY) of all equity awards granted during the covered FY that remain outstanding and unvested as of the end of the FY | 3,702,369 | 3,860,753 | 1,965,020 | 5,010,937 | | Add: The change in fair value (whether positive or negative) as of the end of the covered FY from the end of the prior FY of any equity awards granted in any prior FY that remain outstanding and unvested as of the end of the covered FY | 2,938,491 | 2,603,464 | (8,604,847) | 1,867,160 | | Add: The fair value as of the vesting date of any equity awards that are granted and vest in the same FY | — | 559,795 | — | — | | Add: The change in fair value (whether positive or negative) as of the vesting date from the end of the prior FY of any equity awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the covered FY | 1,046,634 | 28,210 | (9,066) | 35,569 | | Subtract: Fair value at the end of the prior FY of any equity awards that fail to meet the applicable vesting conditions during the covered FY | — | — | — | — | | Average Compensation Actually Paid to Other NEOs | 8,308,863 | 7,673,690 | (5,800,169) | 7,884,721 |

  38. Pay Versus Performance Table

    (3) Our peer group for purposes of this table is the Research Data Group (RDG) Internet Composite Index, which is the published industry index included in the performance graph in our Annual Report on Form 10-K for all four of the covered fiscal years. The cumulative total returns to shareholders of Cimpress ordinary shares and the RDG Internet Composite index are calculated by assuming an investment of $100 (with reinvestment of all dividends) was made in our ordinary shares and in the index on June 30, 2020. (4) The amounts in this column are Cimpress' net income (loss) reflected in the audited financial statements published in our Annual Report on Form 10-K for the applicable year. (5) The FY24 PSU awards granted to our executive officers are based in part on the actual adjusted EBITDA of Cimpress on a consolidated basis (for Messrs. Keane, Quinn, and Wensveen) and of the Vista business (for Mr. Baumgartner) compared to performance targets set by the Compensation Committee, as described in more detail in the Compensation Discussion and Analysis section of this proxy statement. Vista's segment EBITDA for fiscal year 2023 was $224,081 (in thousands), and Vista's adjusted EBITDA for fiscal year 2024 as calculated in accordance with the FY24 PSU awards was $355,889 (in thousands). Please see Appendix A attached to this proxy statement for descriptions and reconciliations of Cimpress' and Vista's adjusted EBITDA.

  39. Relationship between Compensation Actually Paid and Performance Metrics

    Relationship between Compensation Actually Paid and Performance Metrics The following graph shows the relationship between the amount of compensation actually paid to Mr. Keane and the average amount of compensation actually paid to the Other NEOs and the total shareholder return of Cimpress and its peer group, as set forth in the Pay Versus Performance Table above.

  40. Compensation Actually Paid vs. Cimpress TSR and Peer Group TSR

    Compensation Actually Paid vs. Cimpress TSR and Peer Group TSR The following graph shows the relationship between the amount of compensation actually paid to Mr. Keane and the average amount of compensation actually paid to the Other NEOs and Cimpress' net income (loss) for each fiscal year, as set forth in the Pay Versus Performance Table above.

  41. Compensation Actually Paid vs. Cimpress Net Income (Loss)

    Compensation Actually Paid vs. Cimpress Net Income (Loss) The following graph shows the relationship between the amount of compensation actually paid to Mr. Keane and the average amount of compensation actually paid to the Other NEOs and Cimpress' adjusted EBITDA for each fiscal year, as set forth in the Pay Versus Performance Table above.

  42. Compensation Actually Paid vs. Cimpress Adjusted EBITDA

    Compensation Actually Paid vs. Cimpress Adjusted EBITDA

  43. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table contains information about the compensation earned by our non-employee directors in the fiscal year ended June 30, 2024:

  44. Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($)(1) | Total ($) | | Sophie A. Gasperment | 100,000 | 159,936 | 259,936 | | Zachary S. Sternberg | 100,000 | 159,936 | 259,936 | | Dessislava Temperley | 125,000 | 159,936 | 284,936 | | Scott J. Vassalluzzo | 100,000 | 159,936 | 259,936 |

  45. Non-Employee Director Compensation Table

    _____________

  46. Non-Employee Director Compensation Table

    | (1) The amounts reported in this column represent a dollar amount equal to the grant date fair value of the RSUs as computed in accordance with FASB ASC Topic 718. You can find the assumptions we used in the calculations for these amounts in Note 11 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. |

  47. Non-Employee Director Compensation Table

    In addition, at June 30, 2024, our non-employee directors held the following outstanding equity compensation awards:

  48. Non-Employee Director Compensation Table

    | • | Ms. Gasperment held 6,753 3YMA-based PSUs and 6,060 RSUs. | | • | Mr. Sternberg held 5,128 3YMA-based PSUs and 6,060 RSUs. | | • | Ms. Temperley held 6,931 RSUs. | | • | Mr. Vassalluzzo held 6,239 3YMA-based PSUs, 6,060 RSUs, and unexercised share options to purchase an aggregate of 5,298 shares. |