iRobot 2011 Annual Report Download - page 24

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Proxy Statement
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
No portion of this compensation committee report shall be deemed to be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through
any general statement incorporating by reference in its entirety the proxy statement in which this report appears,
except to the extent that the Company specifically incorporates this report or a portion of it by reference. In
addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.
The compensation committee of the board of directors, which is comprised solely of independent directors
within the meaning of applicable rules of The NASDAQ Stock Market, Inc., outside directors within the meaning
of Section 162 of the Internal Revenue Code of 1986, as amended, and non-employee directors within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, is responsible for developing
executive compensation policies and advising the board of directors with respect to such policies and
administering the Company’s cash incentive, stock option and employee stock purchase plans. The compensation
committee sets performance goals and objectives for the chief executive officer and the other executive officers,
evaluates their performance with respect to those goals and sets their compensation based upon the evaluation of
their performance. In evaluating executive officer pay, the compensation committee may retain the services of a
compensation consultant and consider recommendations from the chief executive officer with respect to goals
and compensation of the other executive officers. The compensation committee assesses the information it
receives in accordance with its business judgment. The compensation committee also periodically reviews
director compensation. All decisions with respect to executive and director compensation are approved by the
compensation committee. All decisions regarding chief executive officer and director compensation are reviewed
and ratified by the full board. George McNamee, Paul Kern and Ronald Chwang are the current members of the
compensation committee.
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis (the
“CD&A”) for the year ended December 31, 2011 with management. In reliance on the reviews and discussions
referred to above, the compensation committee recommended to the board of directors, and the board of directors
has approved, that the CD&A be included in the proxy statement for the year ended December 31, 2011 for filing
with the SEC.
Respectfully submitted by the Compensation Committee,
George C. McNamee (chairman)
Paul J. Kern
Ronald Chwang
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