Florian Baumgartner
Chief Executive Officer of Vista at CMPR
Executive
About Florian Baumgartner
Florian Baumgartner is Executive Vice President and Chief Executive Officer of Vista at Cimpress, serving as Vista CEO since February 2023 and as a Cimpress EVP since October 2019; he previously held leadership roles at Amazon (2010–2019) and was a strategy consultant at McKinsey & Company (2002–2010). He is 47 years old and joined Cimpress in October 2019, giving him multi-year tenure across international operations, design/service leadership, and the Vista business unit . Company-level pay-versus-performance context during his tenure: Cimpress’ adjusted EBITDA was $433,167k and net income $14,952k in FY2025; the value of a $100 investment in Cimpress declined to 61.57 in FY2025 from 114.76 in FY2024 (peer group 142.42 in FY2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon | Various leadership roles | Oct 2010–Sep 2019 | Not disclosed in proxy |
| McKinsey & Company | Strategy consultant | Jan 2002–Sep 2010 | Not disclosed in proxy |
External Roles
No external directorships or board roles for Baumgartner are disclosed in the latest proxy .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 94,292 | 93,662 | 404,306 |
| Bonus ($) | 200,000 | 200,000 | — |
| Share Awards ($) | 1,749,969 | 2,749,945 | 2,999,970 |
| Option Awards ($) | 1,249,983 | — | — |
| All Other Compensation ($) | — | — | — |
| Total ($) | 3,294,244 | 3,043,607 | 3,404,276 |
- Baumgartner elected in December 2020 to reduce base salary by 88% for four years (Jan 1, 2021–Dec 31, 2024) in exchange for an RSU award vesting quarterly; in FY2025 he received approximately half his base salary in cash due to that prior election .
Performance Compensation
FY2025 PSU Design (Vista)
| Metric | Weighting | Target | Threshold (Multiplier) | Target (Multiplier) | Max (Multiplier) | Vesting |
|---|---|---|---|---|---|---|
| Vista Revenue | 20% | $1,848,749,994 | 95% achievement → 60% | 100% achievement → 100% | ≥105% achievement → 160% | 25% on Aug 15, 2025; 6.25% quarterly to Aug 15, 2028 |
| Vista Adjusted EBITDA | 40% | $417,072,101 | 90% achievement → 60% | 100–103% achievement → 100% | ≥110% achievement → 160% | 25% on Aug 15, 2025; 6.25% quarterly to Aug 15, 2028 |
| Vista Unlevered Adjusted FCF | 40% | $345,341,510 | 90% achievement → 60% | 100–103% achievement → 100% | ≥110% achievement → 160% | 25% on Aug 15, 2025; 6.25% quarterly to Aug 15, 2028 |
- Minimum payout safeguard: In May 2025, Compensation Committee implemented a 60% minimum payout multiplier for FY2025 PSUs to balance retention/motivation with performance-based equity; incremental fair value from this modification was $0 for Baumgartner .
FY2025 Grants (Baumgartner)
| Grant Date | Award Type | Threshold (#) | Target (#) | Max (#) | Grant Date FV ($) | Vesting |
|---|---|---|---|---|---|---|
| Aug 15, 2024 | FY25 PSUs (Vista metrics) | 20,848 | 34,746 | 55,594 | 2,999,970 | 25% on Aug 15, 2025; 6.25% quarterly to Aug 15, 2028 |
| May 23, 2025 | FY25 PSU modification (min 60% multiplier) | — | — | — | — (no incremental FV for Baumgartner) | N/A (modification) |
Options/RSUs – Vesting Schedules
- Options granted (Aug 15, 2022): vest 25% on Jun 30, 2023 and 6.25% quarterly to Jun 30, 2026; 10-year term; strike $46.20; expires Aug 15, 2032 .
- RSU schedules include: 25% annually on Apr 15, 2023–2026 ; 25% on Jan 15, 2024 then 6.25% quarterly to Jan 15, 2027 ; 25% annually on Aug 15, 2022–2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 83,434 shares; <1% of outstanding |
| Options | 17,049 exercisable; 13,639 unexercisable; $46.20 strike; expire Aug 15, 2032 |
| Unvested Share Units (RSUs/PSUs) | 31,950 FY24 PSUs (earned, service-vesting) → $1,501,650 MV at $47/share ; 20,848 FY25 PSUs (earned quantity, service-vesting) → $979,856 MV at $47/share |
| Additional RSUs Outstanding | 934 RSUs → $43,898 MV; 8,263 RSUs → $388,361 MV; 8,455 RSUs → $397,385 MV; 7,179 RSUs → $337,413 MV |
| 3YMA-based PSUs (legacy) | Various awards with specified CAGR thresholds (9–9.99% or 11–11.99% across future measurement dates); no payouts to date under these awards company-wide |
| Ownership Guidelines | Executives must hold Cimpress equity ≥3x base salary (value based on 2-year average price); 4 years to comply; as of Jun 30, 2025 all executives satisfied or on track |
| Hedging/Pledging | Hedging and derivatives transactions prohibited by Insider Trading Policy; no pledging disclosures noted in proxy |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Original Employment Agreement dated Jul 10, 2019 with Cimpress Deutschland GmbH; amended Jan 1, 2021; Executive Retention Agreement effective Feb 1, 2023 |
| Severance (no CoC) | If terminated without cause or resigns for good reason: lump sum equal to 1x base salary + 100% of target annual cash incentive; pro-rata annual/multi-year incentives at target; benefits for 1 year |
| Change-in-Control (CoC) acceleration | If CoC or termination within 180 days before CoC (other than for cause or resignation without good reason): all equity awards accelerate and vest at 100% of target for performance-based awards (except pre-12/31/2022 3YMA PSUs governed by their award terms) |
| Options post-CoC termination | Options remain exercisable until earlier of 12 months after termination or original expiration date (if termination within 12 months after CoC) |
| Tax gross-up | Only CEO Robert Keane has excise tax gross-up; Baumgartner does not |
| Clawback | Compensation Recovery Policy adopted Jun 19, 2023; requires recovery of incentive compensation after material restatement for awards received after Oct 2, 2023 within prior 3 years, subject to limited exceptions |
Change-of-Control Economics – Estimated Values (as of Jun 30, 2025)
| Scenario | Cash Payment ($) | Accelerated Options ($) | Accelerated RSUs/PSUs ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| CoC only | — | 10,911 | 4,301,769 | — | 4,312,680 |
| CoC + Termination without cause/with good reason | 708,400 | 10,911 | 4,301,769 | 17,356 | 5,038,436 |
| Termination without cause/with good reason (no CoC) | 708,400 | — | — | 17,356 | 725,756 |
- Assumptions and FX: Values use $47.00/share for accelerated equity and €1.00=$1.15187 average June 2025 FX for Euro-denominated amounts .
Performance & Track Record
- Vista leadership: Baumgartner has served as Vista CEO since Feb 2023, after roles as Vista EVP Design & Service (Mar 2022–Jan 2023) and President, International (Oct 2019–Feb 2022) .
- Company-level outcomes: Cimpress adjusted EBITDA was $433,167k and net income $14,952k in FY2025; TSR value fell to 61.57 in FY2025 from 114.76 in FY2024 while peer group TSR was 142.42 in FY2025; adjusted EBITDA featured as a core performance measure for executive PSUs (Vista metrics for Baumgartner) .
Compensation Peer Group (Design Reference)
- FY2025 peer group used for competitive analysis: 4imprint Group plc; GoDaddy Inc.; Upwork, Inc.; Angi Inc.; LegalZoom.com, Inc.; Wayfair Inc.; Deluxe Corporation; Shutterstock, Inc.; Yelp, Inc.; Dropbox, Inc.; Squarespace, Inc.; Yeti Holdings, Inc.; Etsy, Inc.; TripAdvisor, Inc. .
- Committee did not engage an external consultant; increases to LTI grant values 9–12% YoY; base salaries held flat from FY2024 to FY2025 .
Say-on-Pay & Governance Signals
- Advisory vote on NEO compensation presented annually; 2025 proxy requests approval of FY2025 compensation design .
- Compensation Committee members: Scott J. Vassalluzzo (Chair), Sophie A. Gasperment, Dessislava Temperley; Compensation Discussion & Analysis reviewed and recommended for inclusion .
Risk Indicators & Red Flags
- Minimum payout modification: FY2025 PSUs amended to include a 60% minimum payout multiplier, partially reducing downside pay-for-performance risk and enhancing retention; incremental fair value for Baumgartner was $0, but structural minimum may weaken alignment if performance is below threshold .
- Hedging ban and clawback: Hedging/derivatives transactions prohibited; clawback adopted and filed, aligning with SEC/Nasdaq requirements—positive governance mitigant .
- Legacy long-duration 3YMA-based PSUs remain unlikely to pay absent a dramatic, sustained price increase; retention and motivation concerns led to the design shift to single-year financial PSUs .
Investment Implications
- Alignment and retention: Quarterly vesting across RSUs and PSUs through 2028 suggests steady realized equity, which can create periodic selling pressure; however, ownership guidelines (3x salary) and the prior 88% salary-for-RSU election indicate high equity orientation and alignment for Baumgartner .
- Pay-for-performance vs safety net: FY2025 PSUs tied to Vista revenue, adjusted EBITDA, and unlevered adjusted free cash flow emphasize operational execution, but the added 60% minimum payout introduces a floor that may dilute strict pay-for-performance if results underwhelm; monitoring Compensation Committee discretion on non-recurring items is warranted .
- Change-in-control economics: Single-trigger equity acceleration at 100% of target on CoC (with double-trigger severance on termination) yields $4.31M–$5.04M estimated value for Baumgartner as of Jun 30, 2025—material retention economics in strategic scenarios; no excise tax gross-up is a positive governance point .
- Ownership and liquidity: With <1% beneficial ownership and a significant mix of unvested PSUs/RSUs, Baumgartner’s “skin in the game” is meaningful for personal incentives but not a controlling stake; Insider Trading Policy reduces hedging risks, and the clawback policy adds discipline post-restatement .