Robert Keane
CIMPRESSAbout Robert Keane
Founder, Chairman, and Chief Executive Officer of Cimpress since January 1995; age 62 with over 30 years at the company and prior executive experience at Flex-Key Corporation (1988–1994) . Under his leadership, Cimpress reached $3.4 billion revenue in FY2025 and generated adjusted EBITDA of $433 million; 5-year shareholder return for $100 invested stood at $61.57 by June 30, 2025 versus $142.42 for the RDG Internet Composite . Management communicated a pathway to at least $600 million EBITDA by FY2028 and deleveraging to ~2.5x by FY2027, with buybacks constrained until leverage targets are met .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cimpress plc | Founder, Chairman & CEO | 1995–present | Grew Cimpress from inception to $3.4B revenue in FY2025; led mass customization strategy and MCP platform investments |
| Flex‑Key Corporation | Executive (OEM keyboards/displays/kiosks) | 1988–1994 | Early operating experience in hardware for desktop publishing |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Astronics Corporation | Director | Dec 2019–present | Industry oversight in aerospace supplier; external governance experience |
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $1,756,346 | $1,000,000 | $1,000,000 |
| Bonus | — | — | — |
| Stock Awards (Grant-date FV) | $1,320,915 | $7,249,901 | $9,838,993 (incl. $1,839,074 incremental from May 2025 PSU modification) |
| All Other Compensation | — | $34,838 | $10,454 (PTO payout $8,654; Irish tax prep $1,800) |
| Total Compensation | $3,077,261 | $8,284,739 | $10,849,447 |
Realized compensation view (cash received plus value of vested shares/options during the year):
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $1,756,346 | $1,000,000 | $1,000,000 |
| Bonus | — | — | — |
| Value of Shares Issued from Vesting | — | — | $5,071,552 |
| Value from Options Vesting | — | — | — |
| Realized Compensation Total | $1,756,346 | $1,000,000 | $6,071,552 |
Performance Compensation
PSU design emphasizes in-year financial performance and multi-year shareholder alignment via four-year vesting; FY25 PSUs weighted Revenue 20%, Adjusted EBITDA 40%, Unlevered Adjusted Free Cash Flow 40%, with multipliers from 0% to 160% and a 60% payout floor added in May 2025 to balance retention .
| Component | Metric | Weight | FY25 Target | Achievement/Payout | Vesting |
|---|---|---|---|---|---|
| FY25 PSUs (Cimpress) | Revenue | 20% | $3,540,262,654 | Threshold 60% at 95%, Target 100% at 100%, Max 160% at 105%+; 60% payout floor adopted May 2025 | 25% on Aug 15, 2025; 6.25% quarterly to Aug 15, 2028 |
| FY25 PSUs (Cimpress) | Adjusted EBITDA | 40% | $506,994,004 | Threshold 60% at 90%, Target 100–103%, Max 160% at 110%+; 60% payout floor | Same as above |
| FY25 PSUs (Cimpress) | Unlevered Adjusted FCF | 40% | $332,190,015 | Threshold 60% at 90%, Target 100–103%, Max 160% at 110%+; 60% payout floor | Same as above |
| Earned PSUs (FY24) — Keane | FY24 PSUs Earned | — | — | 87,515 earned; service vesting ongoing | 25% on Aug 15, 2024; 6.25% quarterly to Aug 15, 2027 |
| Earned PSUs (FY25) — Keane | FY25 PSUs Earned | — | — | 55,594 earned; service vesting ongoing | 25% on Aug 15, 2025; 6.25% quarterly to Aug 15, 2028 |
Notes:
- 3YMA-based legacy PSUs have not paid out to date; future payouts are unlikely absent a dramatic, sustained share price rise to meet CAGR thresholds .
- Cimpress adopted an exchange/listing-compliant clawback policy on June 19, 2023 for incentive compensation tied to financial reporting measures .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,171,525 ordinary shares; 8.8% of outstanding as of Oct 16, 2025 (trusts and entities included per footnote) |
| Shares Issuable ≤60 Days | 13,113 shares (vestings/exercisables through Dec 15, 2025) |
| FY2025 Vesting Activity | 68,071 shares vested; value realized on vesting $5,071,552 |
| Outstanding Earned PSUs (service vesting) | FY24 PSUs: 87,515 ($4,113,205 at $47/share); FY25 PSUs: 55,594 ($2,612,918) |
| Outstanding 3YMA PSUs (selected awards) | Multiple tranches (e.g., 93,750, 78,970, 73,498, etc.) issuable only if 3YMA CAGR thresholds met; values shown at $47/share |
| Stock Ownership Guidelines | CEO must hold ≥5x base salary; directors ≥3x retainer; all executives/directors met or are on track as of June 30, 2025 |
| Hedging/Pledging Policies | Hedging and derivatives prohibited (short sales, options, collars, etc.); pledging not specifically disclosed |
Employment Terms
| Provision | Keane Terms |
|---|---|
| Severance (Termination without Cause / Good Reason) | 200% of current base salary and 200% of annual cash incentive (at target), plus 2 years of benefits continuation |
| Change-in-Control (Equity/Cash) | On COC or within 180 days prior (except termination for cause or resignation without good reason): all equity except 3YMA PSUs accelerates at 100% of target; cash incentive awards at 100% of target |
| Excise Tax Gross-up | Gross-up under IRC §4999 for COC-related excise tax; company may reduce payments up to $50,000 to avoid tax and gross-up |
| Option Exercise Window Post-COC + Termination | Options exercisable to earlier of 12 months post termination or original expiry (general provision; Keane does not currently hold options) |
Change-in-control economics (as of June 30, 2025):
| Scenario | Cash Payment | Accelerated Equity (RSUs/PSUs) | Benefits | Tax Gross-up | Total |
|---|---|---|---|---|---|
| Termination Without Cause / Good Reason | $2,000,000 | — | $46,740 | — | $2,046,740 |
| Change in Control (no termination) | — | $8,468,037 | — | — | $8,468,037 |
| COC + Termination Without Cause / Good Reason | $2,000,000 | $8,468,037 | $46,740 | — | $10,514,777 |
Board Governance
- Board service: Director since January 1995; non-independent; Chairman; recommended for reappointment through AGM 2028 .
- Committees: Keane does not serve on any Board committees; Audit chaired by Temperley; Compensation chaired by Vassalluzzo; Nominating chaired by Gasperment; all committee members independent .
- Attendance: Board met three times in FY2025; all directors attended all Board and committee meetings during their service .
- Leadership structure: Combined Chair/CEO; no Lead Independent Director due to small board; periodic evaluation of structure and executive sessions of non-employee directors at least twice per year .
- Director pay (framework): $100,000 annual cash retainer; executive director (Keane) receives $200,000 equity per year for director service, in the same form as CEO equity, vesting 25% per year over four years .
Compensation Committee & Peer Group
- Compensation Committee: Vassalluzzo (Chair), Gasperment, Temperley; prepares CD&A and oversees executive and director compensation; independent; four meetings in FY2025 .
- Consultant usage: Committee did not engage an outside compensation consultant for FY2025; used internally developed peer and survey analyses .
- FY2025 Compensation Peer Group (refreshed): 4imprint, GoDaddy, Upwork, Angi, LegalZoom, Wayfair, Deluxe, Shutterstock, Yelp, Dropbox, Squarespace, Yeti, Etsy, TripAdvisor .
- Say‑on‑Pay cadence: Annual advisory vote; Committee considered 2023 vote results in FY2025 design; specific approval percentages not disclosed .
Additional Performance & Activity Indicators
| Metric | FY2025 |
|---|---|
| Cimpress Revenue | $3,403.1 million |
| Adjusted EBITDA | $433.2 million |
| Net Income | $12.9 million |
| Operating Cash Flow | $298.1 million |
| CEO Pay Ratio | 1-to-360 (SCT total); 1-to-201 (realized) |
Investment Implications
- Alignment: Keane’s 8.8% beneficial ownership and strict ownership guidelines indicate strong long-term alignment; FY24/FY25 PSUs earned and vest quarterly through 2027/2028, implying predictable equity issuance and potential tax-withholding sales pressure around vest dates .
- Incentive structure: FY25 PSUs tightly linked to revenue, adjusted EBITDA, and unlevered adjusted FCF with a 60% payout floor introduced for retention; this improves retention but softens downside pay-for-performance sensitivity, a moderating factor for compensation discipline .
- Change-in-control terms: Single-trigger equity acceleration at 100% of target and excise tax gross-up are shareholder-unfriendly features that could attract governance scrutiny; potential payout magnitude is material ($8.47M equity acceleration; $10.51M total under COC+termination) .
- Governance risk: Combined Chair/CEO with no Lead Independent Director increases independence concerns; mitigated by fully independent committees and regular executive sessions, but still a structural overhang for some governance frameworks .
- Execution track record: FY2025 revenue grew 3% with adjusted EBITDA and cash flow declines amid mix shifts and tariff impacts; management targets at least $600M EBITDA by FY2028 and deleveraging, which, if achieved, could be positive for equity value per share and enable resumed buybacks within leverage policy .