iRobot 2011 Annual Report Download - page 32

Proxy Statement
of peer group compensation information, with the intention of keeping the executives’ overall compensation,
including the equity component of that compensation, at a competitive level with the comparator companies
reviewed by the compensation committee in the technology and robotics industries. Our compensation committee
also considers the number of shares of common stock outstanding, the number of shares of common stock
authorized for issuance under our equity compensation plans, the number of options and shares held by the
executive officer for whom an award is being considered and other elements of the officer’s compensation, as
well as our compensation objectives and policies described above. During fiscal year 2011, we granted stock
options and restricted stock unit awards to our named executive officers. As part of the annual review of our
equity compensation program, the compensation committee considered a variety of long-term equity incentive
structures. For fiscal 2011, the compensation committee allocated 50% of the total value of our long-term annual
equity awards to senior executives in stock options and 50% in restricted stock units. The compensation
committee believes a mix in our long-term equity awards between stock options and restrict stock units aligns the
incentives of our executives with the interests of our stockholders and our long-term performance of the company
by directly tying a significant portion of the value that may be realized from our equity compensation to an
increase in our stock price. As with the determination of base salaries and short term incentive payments, the
compensation committee exercises subjective judgment and discretion in view of the above criteria.
Stock Ownership Guidelines
We introduced equity ownership guidelines in 2011 to further align the interests of our senior management
and directors with those of our stockholders. Under the guidelines, executives are expected to hold common
stock in an amount equal to a multiple of their base salary as determined by their position. The guidelines range
from two times base salary to six times base salary for our chairman and chief executive officer. In addition,
under the guidelines, our directors are expected to hold common stock in an amount equal to six times their
current board retainer fee. For purposes of these guidelines, stock ownership includes shares over which the
executive has direct or indirect ownership or control, including restricted stock and in-the-money vested stock
options, but does not include unvested restricted stock units or unvested stock options. Executives and directors
are expected to meet their ownership guidelines within five years of becoming subject to the guidelines.
Other Compensation
We also have various broad-based employee benefit plans. Our executive officers participate in these plans
on the same terms as other eligible employees, subject to any legal limits on the amounts that may be contributed
or paid to executive officers under these plans. We offer a 401(k) plan, which allows our employees to invest in a
wide array of funds on a pre-tax basis. We do not provide pension arrangements or post-retirement health
coverage for our named executive officers or other employees. We also maintain insurance and other benefit
plans for our employees. Executive officers receive higher life, accidental death and dismemberment and
disability insurance benefits than other employees. Other than as described below, we offer no perquisites that
are not otherwise available to all of our employees.
Mr. Dyer and Mr. Moses maintain personal residences in Maryland and Virginia, respectively. We maintain
a corporate apartment at which Mr. Dyer and Mr. Moses reside when working at our corporate headquarters in
Bedford, Massachusetts, and we pay all travel expenses to and from our corporate headquarters. While we do not
consider the corporate apartment or travel expenses for Mr. Dyer or Mr. Moses as perquisites for purposes of
determining their overall compensation packages, the incremental costs of the corporate apartment and travel
expenses are reflected in the Summary Compensation Table as additional compensation for these named
executive officers in accordance with SEC executive compensation disclosure regulations relating to perquisites.
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