iRobot 2011 Annual Report Download - page 21

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Compensation Committee
The compensation committee of the board of directors currently consists of Mr. McNamee, Gen. Kern, and
Dr. Chwang, each of whom is an independent director within the meaning of the director independence standards
of NASDAQ, a non-employee director as defined in Rule 16b-3 of the Exchange Act, and an outside director
pursuant to Section 162(m) of the Internal Revenue Code. Mr. McNamee serves as the chairman of the
compensation committee. The compensation committee’s responsibilities include:
• annually reviewing and approving corporate goals and objectives relevant to compensation of our chief
executive officer and other executive officers;
• evaluating the performance of our chief executive officer in light of such corporate goals and
objectives and determining the compensation of our chief executive officer and other executive
officers;
• overseeing and administering our compensation, welfare, benefit and pension plans and similar plans
and determining the compensation of all executive officers; and
• reviewing and making recommendations to the board with respect to director compensation.
The compensation committee met four (4) times and took action by unanimous written consent four
(4) times during the fiscal year ended December 31, 2011. The compensation committee operates under a written
charter adopted by the board of directors, a current copy of which is available at the Corporate Governance
section of our website at http://www.irobot.com.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee of the board of directors currently consists of
Dr. Gansler, and Messrs. Meekin and Sagan, each of whom is an independent director within the meaning of the
director independence standards of NASDAQ and applicable rules of the SEC. Mr. Sagan serves as the chairman
of the nominating and corporate governance committee. The nominating and corporate governance committee’s
responsibilities include:
• developing and recommending to the board criteria for board and committee membership;
• establishing procedures for identifying and evaluating director candidates including nominees
recommended by stockholders;
• identifying individuals qualified to become board members;
• recommending to the board the persons to be nominated for election as directors and to each of the
board’s committees;
• developing and recommending to the board a code of business conduct and ethics and a set of corporate
governance guidelines; and
• overseeing the evaluation of the board and management.
The nominating and corporate governance committee met three (3) times during the fiscal year ended
December 31, 2011. The nominating and corporate governance committee operates under a written charter
adopted by the board of directors, a current copy of which is available at the Corporate Governance section of
our website at http://www.irobot.com.
Compensation Committee Interlocks and Insider Participation
During 2011, Dr. Chwang, Gen. Kern and Mr. McNamee served as members of the compensation
committee. No member of the compensation committee was an employee or former employee of us or any of our
subsidiaries, or had any relationship with us requiring disclosure herein.
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