iRobot 2012 Annual Report Download - page 24

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18
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 retains the services of a
compensation consultant and considers 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, Deborah Ellinger
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 29, 2012 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 29, 2012 for filing with the SEC.
Respectfully submitted by the Compensation
Committee,
George C. McNamee (chairman)
Deborah Ellinger
Ronald Chwang