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

External Roles

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

Performance Compensation

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

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

Say‑on‑Pay & Shareholder Feedback

• 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)