iRobot 2012 Annual Report Download - page 31

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The following table summarizes the resulting 2012 discretionary bonus awards paid to the executives
Original
Target Incentive
Opportunity ($)
Discretionary Bonus Earned for
2012 Performance
% of Target $
Colin M. Angle $525,000 20% $105,000
John J. Leahy $281,250 40% $112,500
Jeffrey A. Beck $260,500 40% $104,200
Joseph W. Dyer(1) $204,375 — —
Glen D. Weinstein $186,243 40% $74,497
Russell J. Campanello $180,000 46% $82,000
(1) Mr. Dyer retired from the Company on October 31, 2012 and therefore was ineligible to receive a bonus payment for 2012.
Long-Term Incentives
Executive officers (and other employees) are eligible to receive restricted stock, stock option grants, restricted stock units
and other stock awards that are intended to promote success by aligning employee financial interests with long-term
shareholder value. A significant portion of these long-term incentives has an "at risk" element, reflecting the compensation
committee's intent to align compensation with driving long-term shareholder value. These stock-based incentives are awarded
based on various factors primarily relating to the responsibilities of the individual officer or employee, their past performance,
anticipated future contributions and prior grants. In general, our compensation committee bases its decisions to grant stock-
based incentives on recommendations of our chief executive officer and the compensation committee's analysis 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 2012, we granted stock options and restricted stock unit awards to our named executive officers. We
also granted stock options and restricted stock unit awards to Messrs. Beck and Weinstein in connection with promotions
during 2012. 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 2012, the compensation committee allocated 20% of the total value
of our long-term annual equity awards to senior executives in stock options and 80% in restricted stock units. The
compensation committee believes a mix in our long-term equity awards between stock options and restricted stock units aligns
the incentives of our executives with the interests of our stockholders and the 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 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.
Executive Agreements
We have entered into executive agreements with each of our executive officers. The executive agreements provide for
severance payments equal to 50% of such officer's annual base salary, as well as certain continued health benefits, in the event
that we terminate his or her employment other than for cause. In addition, these executive agreements provide that if we
experience a change in control and the employment of such officer is terminated without cause, or if such officer terminates his
Proxy Statement