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

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):

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:

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:

As of June 30, 2025:

Vesting/supply dynamics:

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):

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 .