Maarten Wensveen
About Maarten Wensveen
Executive Vice President and Chief Technology Officer (CTO) of Cimpress since February 2019; joined Cimpress via the November 2011 acquisition of Albumprinter, where he was Head of IT for ~6 years and previously founded Quantes IT, an automation-focused infrastructure/software services firm . Age 44 as of the 2024 proxy; Cimpress tenure since 2011 . FY24 performance share units (PSUs) tied to Cimpress consolidated financials paid at a 151% multiplier (Rev 95.23% of target, Adjusted EBITDA 153.58%, Unlevered FCF 160%), indicating strong in-year operating performance; FY25 PSUs continue focus on revenue, adjusted EBITDA, and unlevered adjusted free cash flow with a 60% minimum payout floor introduced to bolster retention .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cimpress | EVP & CTO | Feb 2019–present | Leads technology for Cimpress; long-tenured platform leadership |
| Cimpress | SVP (technology leadership) | Jan 2017–Feb 2019 | Senior technology leadership across Cimpress |
| Cimpress | VP of Technology | Feb 2015–Jan 2017 | Technology leadership for core platform capabilities |
| Cimpress | Technology leadership roles | Dec 2011–Feb 2015 | Transitioned post-Albumprinter acquisition |
| Albumprinter | Head of IT | ~2006–2012 | Scaled IT; role spanned ~6 years prior to acquisition |
| Quantes IT | Founder | Pre-Albumprinter (dates not disclosed) | Built automation solutions across industries |
External Roles
No public company directorships or external board roles disclosed for Wensveen in the proxies reviewed .
Fixed Compensation
- The company targets base salaries around the 50th percentile and total compensation (salary + target LTI) around the 75th percentile of market, with committee discretion; Wensveen’s base salary has been stable at $750,000 in FY2022–FY2025 .
- No recurring annual cash incentive (bonus) is disclosed for Wensveen in FY2022–FY2025; “Bonus” entries for NEOs relate to legacy retention cash for others, not CTO annual bonus .
Multi-year compensation (as reported in Summary Compensation Tables):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Salary | $750,000 | $750,000 | $750,000 | $750,000 |
| Bonus | $0 | $0 | $0 | $0 |
| Share Awards | $4,510,594 | $1,374,958 | $2,749,945 | $3,689,628 |
| Option Awards | N/A | $1,374,988 | N/A | N/A |
| All Other Compensation | $9,150 | $10,350 | $10,350 | $10,500 |
| Total | $5,269,744 | $3,510,296 | $3,510,295 | $4,450,128 |
Performance Compensation
FY24 PSUs – design, targets, results, vesting:
- Design/vesting: FY24 PSUs vest 25% on Aug 15, 2024 and 6.25% quarterly thereafter until Aug 15, 2028, contingent on continued employment; each PSU settles 0–1.6 shares based on metric achievement .
- Cimpress consolidated targets, weightings, multipliers and results:
- Revenue: target $3,264,404,427; 10% weight; 0%/60%/100%/160% at <95%/95%/100%/≥105%; achieved 95.23% → contributes to 151% overall multiplier .
- Adjusted EBITDA: target $420,000,000; 45% weight; 0%/60%/100%/160% at <90%/90%/100%/≥110%; achieved 153.58% of target (multiplier bucketed) .
- Unlevered FCF: target $288,497,675; 45% weight; 0%/60%/100%/160% at <90%/90%/100%/≥110%; achieved 160% (max) .
- Wensveen FY24 grant details: Grant date 8/15/2023; threshold/target/max units 23,503 / 39,173 / 62,676; grant-date fair value $2,749,945 .
FY25 PSUs – design, targets, and retention floor:
- Weightings: Revenue 20% (up from 10% in FY24), Adjusted EBITDA 40% (down from 45%), Unlevered Adjusted FCF 40% (down from 45%) .
- Cimpress targets and multipliers (CFO/CTO apply Cimpress consolidated):
- Revenue target $3,540,262,654; 0%/60%/100%/160% at <95%/95%/100–103%/≥105% .
- Adjusted EBITDA target $506,994,004; 0%/60%/100%/160% at <90%/90%/100–103%/≥110% .
- Unlevered Adjusted FCF target $332,190,015; 0%/60%/100%/160% at <90%/90%/100–103%/≥110% .
- Minimum payout floor: In May 2025, Compensation Committee implemented a 60% minimum payout multiplier for FY25 PSUs to enhance retention, subject to discretion for non-recurring items; FY25 share-award values include incremental fair value from this modification (Wensveen $689,658) .
Performance compensation table:
| Element | Metric | Weight | FY Target (Cimpress) | Achievement/Outcome | Payout Multiplier | Vesting |
|---|---|---|---|---|---|---|
| FY24 PSU | Revenue | 10% | $3,264,404,427 | 95.23% of target | Part of 151% overall | 25% 8/15/24; 6.25% quarterly to 8/15/28 |
| FY24 PSU | Adjusted EBITDA | 45% | $420,000,000 | 153.58% of target | Part of 151% overall | Same as above |
| FY24 PSU | Unlevered FCF | 45% | $288,497,675 | 160% (max) | Part of 151% overall | Same as above |
| FY25 PSU | Revenue | 20% | $3,540,262,654 | Not disclosed | 0–160%; 60% floor | 4-year vest post grant |
| FY25 PSU | Adjusted EBITDA | 40% | $506,994,004 | Not disclosed | 0–160%; 60% floor | 4-year vest post grant |
| FY25 PSU | Unlevered Adj FCF | 40% | $332,190,015 | Not disclosed | 0–160%; 60% floor | 4-year vest post grant |
3YMA-based legacy PSUs: Older PSU awards (including those held by Wensveen) pay only if Cimpress’ 3YMA share-price CAGR meets thresholds (multipliers 75% at 7% CAGR up to 250% at ≥20% CAGR) over multi-year windows; service-vests typically 25% per year over four years, but no share issuance unless performance condition is met .
Equity Ownership & Alignment
- Beneficial ownership: 57,905 Cimpress ordinary shares as of August 20, 2024 (less than 1% of outstanding) .
- Stock ownership guidelines: Executives must hold equity valued at ≥3× base salary; as of June 30, 2024, all executive officers (including Wensveen) satisfied the requirement .
- Hedging policy: Executives are prohibited from derivative or hedging transactions in Cimpress securities (short sales, options, collars, swaps, etc.) .
- Pledging: No explicit pledging disclosure/policy language identified in the reviewed proxy excerpts; no pledging reported for Wensveen in the beneficial ownership tables .
Outstanding equity detail (select items):
As of June 30, 2024:
| Instrument | Detail | Amount |
|---|---|---|
| Stock Options | Exercisable / Unexercisable | 30,007 / 30,006 at $46.20, expiring 8/15/2032 |
| RSUs (unvested) | Units / Market Value | 59,151 / $5,182,219 |
| PSUs (unearned) | 2016/2017/2018 3YMA-based, and FY24 | 14,400; 6,016; 3,651; 18,362; 16,740; 20,951; 16,175 units (various tranches) |
As of June 30, 2025:
| Instrument | Detail | Amount |
|---|---|---|
| Stock Options | Exercisable / Unexercisable | 45,010 / 15,003 at $46.20, expiring 8/15/2032 |
| RSUs (unvested) | Example RSU tranches (units/market value) | 33,272/$1,563,784; 20,848/$979,856; 2,337/$109,839; 9,300/$437,100 |
| PSUs (unearned) | 3YMA-based and FY24 tranches | 14,400; 6,016; 3,651; 18,362; 20,951; 16,175 (selected counts) |
Vesting/supply dynamics:
| Fiscal Year | Options Exercised (#) | Value on Exercise | Shares Vested (#) | Value on Vesting |
|---|---|---|---|---|
| FY2024 | — | — | 33,864 | $2,467,068 |
| FY2025 | — | — | 42,542 | $3,100,074 |
Note: FY24/FY25 vesting arises primarily from RSUs and FY24 PSUs; FY24 PSUs vest over four years with quarterly cadence after initial 25% .
Employment Terms
Executive retention agreement (amended and restated on Feb 20, 2023) key terms for Wensveen (CTO) :
- Termination without cause or resignation for good reason (outside change in control): Lump sum severance equal to one year of base salary plus 100% of target annual cash incentive; pro rata payout of any outstanding annual or multi-year cash incentives at target; continuation of benefits for one year .
- Upon change in control (or termination within 180 days before a change in control other than for cause/without good reason): All equity awards accelerate and become fully vested (pre-12/31/2022 PSUs governed by their award agreements); if termination occurs within 12 months after a change in control, options remain exercisable until the earlier of 12 months post-termination or original expiry .
- No excise tax gross-up for Wensveen (only Mr. Keane has a gross-up construct) .
Illustrative potential payouts (company-provided scenarios, assuming event on June 30 of fiscal year):
| Scenario (as of) | Cash | Accelerated Options | Accelerated RSUs/PSUs | Benefits | Total |
|---|---|---|---|---|---|
| Termination w/o Cause or w/ Good Reason (FY2025) | $750,000 | — | — | $29,424 | $779,424 |
| Change in Control only (FY2025) | — | $12,002 | $3,743,785 | — | $3,755,787 |
| CoC + Termination w/o Cause or w/ Good Reason (FY2025) | $750,000 | $12,002 | $3,743,785 | $29,424 | $4,535,211 |
| Termination w/o Cause or w/ Good Reason (FY2024) | $750,000 | — | — | $27,403 | $777,403 |
| Change in Control only (FY2024) | — | $1,242,548 | $5,911,310 | — | $7,153,858 |
| CoC + Termination w/o Cause or w/ Good Reason (FY2024) | $750,000 | $1,242,548 | $5,911,310 | $27,403 | $7,931,261 |
Change-in-control mechanics for 3YMA PSUs: settle only if the transaction price implies 3YMA CAGR at/above minimum thresholds and service-vesting is satisfied at the time of change in control .
Investment Implications
- Alignment and performance sensitivity: Wensveen’s pay is predominantly equity-based and tied to annual financial results (revenue, adjusted EBITDA, unlevered FCF) with multi-year vesting; FY24 paid at 151% on strong EBITDA/FCF outcomes, signaling tight linkage to in-year operating performance .
- Retention vs. rigor trade-off: FY25 introduced a 60% payout floor for PSUs, increasing retention and smoothing outcomes but diluting downside performance sensitivity; FY25 totals include incremental fair value from this change (CTO +$689,658) .
- Ownership and sales overhang: Quarterly vesting of RSUs/PSUs through August 2028, plus options vesting through June 2026, create predictable supply; FY2024 and FY2025 realized vesting values for CTO were $2.47M and $3.10M, respectively, indicating ongoing settlement events that can contribute to selling pressure near vest dates absent new holding requirements .
- Change-in-control incentives: Single-trigger acceleration of equity upon change in control (with special rules for legacy 3YMA PSUs) and double-trigger option exercisability extensions may increase alignment with shareholder value in a sale but can be viewed as a governance risk factor vs. market norms that favor pure double-trigger structures .
- Governance mitigants: Executives meet stock ownership guidelines (≥3× salary), and hedging is prohibited; no excise tax gross-up for Wensveen lowers shareholder-unfriendly optics .
- Pay mix trends: For CTO, options featured in FY2023 but not FY2024–FY2025; LTI shifted to PSUs only, increasing performance linkage vs. time-based RSUs historically, though the FY25 minimum payout introduces more guaranteed value .
Overall, compensation design for Wensveen emphasizes performance-linked equity and multi-year vesting, with strong FY24 results converting to above-target PSU settlement. The FY25 payout floor and single-trigger CoC vesting warrant monitoring for potential dilution of downside alignment and M&A-related incentives, respectively, while ownership guidelines and hedging prohibitions support alignment with shareholders .