iRobot 2011 Annual Report Download - page 39

In 2011, each of our non-employee members of our board of directors was entitled to the following equity
compensation under our 2005 Plan:
• Upon initial election to the board of directors, a non-employee director will receive a one-time grant of
restricted stock units having a fair market value of $220,000, measured as of the last day of the fiscal
quarter in which the director was elected, which will vest over a four-year period at a rate of twenty-
five percent (25%) on each of the first four anniversaries of the grant.
• At the end of the fiscal quarter in which our annual meeting of stockholders occurs, each non-employee
director will receive a grant of restricted stock units having a fair market value of $110,000, which will
vest on the date of the first anniversary of such grant.
All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of
the board of directors.
The following table provides compensation information for the fiscal year December 31, 2011 for each
non-employee member of our board of directors. No member of our board of directors employed by us receives
separate compensation for services rendered as a member of our board of directors.
DIRECTOR COMPENSATION TABLE — 2011
Name
Fees Earned or
Paid in Cash
($)
Stock Awards
($)(3) Total ($)
Rodney A. Brooks, Ph.D. ................... 7,500 — 7,500
Ronald Chwang, Ph.D. ..................... 41,250 110,002 151,252
Gail Deegan ............................. 33,750 330,005 363,755
Deborah G. Ellinger ....................... 8,750 219,995 228,745
Jacques S. Gansler, Ph.D. ................... 40,000 110,002 150,002
Andrea Geisser ........................... 53,750(1) 110,002 163,752
Helen Greiner ............................ 25,000(2) 110,002 135,002
Paul J. Kern, Gen. U.S. Army (ret.) ........... 41,250(1) 110,002 151,252
George C. McNamee ...................... 64,000 110,002 174,002
Peter T. Meekin .......................... 43,750 110,002 153,752
Paul L. Sagan ............................ 42,500(1) 110,002 152,502
(1) Messrs. Geisser, Kern and Sagan deferred all of their 2011 cash compensation pursuant to our
Non-employee Directors’ Deferred Compensation Program under which they received stock units in lieu of
cash.
(2) Ms. Greiner deferred all of her 2011 cash compensation pursuant to our Non-employee Directors’ Deferred
Compensation Program under which she received stock units in lieu of cash. Upon her resignation from our
board of directors on November 9, 2011, the stock units were converted to shares of our common stock and
distributed to Ms. Greiner.
(3) Represents the grant date fair value of restricted stock units awarded in the fiscal year ended December 31,
2011 in accordance with FASB ASC Topic 718. The grant date fair value is the fair market value of our
common stock on the date of grant.
36