Scott Vassalluzzo

About Scott J. Vassalluzzo

Scott J. Vassalluzzo (age 53) is an independent non‑employee director of Cimpress plc (CMPR), serving since January 2015; his current term was scheduled to expire at the 2025 AGM, with the Board recommending his reappointment for a three‑year term ending in 2028 . He is Managing Member of Prescott General Partners LLC (PGP), which, together with affiliated entities, beneficially owns 14.6% of Cimpress shares; he previously worked in public accounting at Coopers & Lybrand (PwC) and was a certified public accountant . The Board classifies him as independent under Nasdaq rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Prescott General Partners LLC	Managing Member	Since Jan 2012; joined Prescott in 1998	Large shareholder perspective (PGP holds 14.6% of CMPR); advocacy for long‑termism and intrinsic value per share
Coopers & Lybrand (now PwC)	Public accounting; CPA	Prior to 1998	Finance, audit background

External Roles

Organization	Role	Tenure	Committees/Impact
Credit Acceptance Corporation	Director	Since Mar 2007	Board/committee experience at public companies (specific committees not disclosed)
World Acceptance Corporation	Director	Since Aug 2011	Board/committee experience at public companies (specific committees not disclosed)

Board Governance

Committee assignments (FY2025): Audit Committee member; Compensation Committee Chair; Nominating Committee member. All committee members independent. Meetings held: Audit (5), Compensation (4), Nominating (2) .
Attendance: Board met three times in FY2025; each director attended every Board and applicable committee meeting (100% attendance) . In FY2024, each director attended at least 90% of Board/committee meetings; Board met three times .
Independence: Board determined all non‑employee directors are independent under Nasdaq rules .
Board leadership: Combined Chair/CEO (Robert S. Keane); no lead independent director due to small board size and decision‑making efficiency .
Executive sessions: Corporate Governance Guidelines require non‑employee directors to meet at least twice per year in executive session without management .
Ownership guidelines: Directors must hold Cimpress equity with value ≥3x the Board annual cash retainer; all directors had satisfied requirements or were on track by June 30, 2025 .

Fixed Compensation

Component	FY2024	FY2025	Notes
Annual cash retainer	$100,000	$100,000 (paid quarterly)	Applies to all directors, including CEO as director
Committee chair fees	$25,000 for Audit Chair (not Compensation)	$25,000 for Audit Chair (not Compensation)	No disclosed fee for Compensation Chair
Meeting fees	Not disclosed	Not disclosed	—
Equity – Non‑employee director RSU grant	$160,000 grant; vests 25% on Nov 15, 2024 and 25% on following three anniversaries	$200,000 per fiscal year; vests 25% per year over four years; prorated for partial-year service	Awarded following the annual meeting
Scott J. Vassalluzzo – FY total	Cash: $100,000; RSUs: $159,936; Total: $259,936	Cash: $100,000; RSUs: $199,947; Total: $299,947	Grant date fair values per ASC 718

Performance Compensation

Element	FY2024	FY2025	Vesting/Performance Metrics
Director performance‑based awards	None disclosed	None disclosed	Director equity is time‑based RSUs; no director PSUs/option grants disclosed

Note: Executive PSUs are performance‑based (revenue, adjusted EBITDA, unlevered adjusted FCF with defined weightings and payout multipliers), but directors do not receive such awards .

Other Directorships & Interlocks

Category	Details	Governance Implications
Other public boards	Credit Acceptance (since 2007); World Acceptance (since 2011)	Financial services expertise; no direct operating overlap with Cimpress’ printing/SMB enablement businesses disclosed
Shareholder affiliation	Managing Member at PGP; Prescott affiliated entities own 3,612,560 shares (14.6%) of CMPR	Large shareholder representation can align incentives with long‑term owners; potential related‑party sensitivities

Expertise & Qualifications

Finance/audit: Former CPA at Coopers & Lybrand; audit/financial oversight experience .
Capital allocation/long‑termism: Advocacy for long‑term value per share and intrinsic value focus .
Public company governance: Committee experience and board service at multiple public companies .

Equity Ownership

Metric	As of	Amount	Notes
Beneficial ownership (shares)	Oct 16, 2025	77,257; <1% of outstanding	Includes 1,958 shares in family accounts; disclaims beneficial ownership except to pecuniary interest
Shares outstanding	Oct 16, 2025	24,671,784	Basis for % ownership
Right to acquire within 60 days	By Dec 15, 2025	3,920 shares	RSUs/PSUs/options vesting/exercisable within 60 days
Outstanding awards (director)	Jun 30, 2025	6,239 3YMA‑based PSUs; 6,638 RSUs; 1,309 unexercised options	Director award inventory at fiscal year‑end

Say‑on‑Pay & Shareholder Feedback

Proposal (AGM Nov 20, 2024)	For	Against	Abstain	Broker Non‑Votes
Advisory vote to approve NEO compensation	21,930,497	314,452	35,843	1,832,367

Board/committee attendance and engagement strong (100% FY2025), supporting investor confidence in governance processes .
Compensation Committee did not engage an outside compensation consultant; used internally developed analyses and peer groups to benchmark executive pay (committee chaired by Vassalluzzo) .

Related‑Party Transactions (Conflict Screening)

On November 8, 2024, Cimpress repurchased 316,056 shares at $79.10/share (a $1.78 discount to the Nov 6 close) from entities affiliated with Prescott (PGP); given Vassalluzzo’s role at PGP and Audit Committee membership, disinterested Audit Committee members reviewed and concluded the transaction was in Cimpress’ best interests .
FY2024 related party repurchase from Spruce House (300,000 shares at $97.50) was reviewed by disinterested Audit Committee members (a different director was affiliated) .

Compensation Committee Analysis

Composition (FY2025): Chair Scott J. Vassalluzzo; members Sophie A. Gasperment and Dessislava Temperley; all independent .
Consultant use: Committee did not engage an outside compensation consultant; used internal analyses and refreshed peer group for FY2025 executive compensation design .
Clawback: Compensation Recovery Policy adopted June 19, 2023; requires recovery of incentive compensation after material restatements as per SEC/Nasdaq rules .

Governance Assessment

Board effectiveness: High meeting attendance (100% FY2025), active committee work (Audit 5; Comp 4; Nominating 2), and clear governance frameworks (Corporate Governance Guidelines; Insider Trading Policy prohibiting hedging) .
Alignment: Significant personal and affiliated ownership via PGP; director ownership guidelines met/on track; director equity paid in multi‑year RSUs supporting longer‑term alignment .
RED FLAGS:
- Related‑party exposure: Direct affiliation with a 14.6% shareholder (PGP), plus a 2024 share repurchase from Prescott entities; although reviewed by disinterested Audit Committee members, this warrants ongoing monitoring for conflicts and recusal rigor .
- Committee independence optics: Chairing Compensation Committee while affiliated with a major shareholder could raise perceived influence concerns, though the Board affirms independence under Nasdaq rules .
Shareholder support: Strong say‑on‑pay approval at 2024 AGM (see table), indicating broad investor confidence in executive pay design overseen by the committee chaired by Vassalluzzo .

Appendix: Committee Membership & Meetings (FY2025)

Committee	Chair	Members	Meetings
Audit	Dessislava Temperley	Temperley, Gasperment, Vassalluzzo	5
Compensation	Scott J. Vassalluzzo	Vassalluzzo, Gasperment, Temperley	4
Nominating	Sophie A. Gasperment	Gasperment, Temperley, Vassalluzzo	2