iRobot 2012 Annual Report Download - page 39

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33
Director Compensation
In connection with our efforts to attract and retain highly-qualified individuals to serve on our board of directors, we
maintain a cash and equity compensation policy for our non-employee members of our board of directors. In 2012, each of our
non-employee members of our board of directors was entitled to the following cash compensation:
Annual retainer for Board membership $35,000
Annual retainer for lead independent director $7,000
Audit Committee
Annual retainer for committee membership $10,000
Additional retainer for committee chair $10,000
Compensation Committee
Annual retainer for committee membership $7,500
Additional retainer for committee chair $7,500
Nominating and Corporate Governance Committee
Annual retainer for committee membership $5,000
Additional retainer for committee chair $5,000
Pursuant to our Non-employee Directors’ Deferred Compensation Program, each non-employee director may elect in
advance to defer the receipt of these cash fees. During the deferral period, the cash fees will be deemed invested in stock units.
The deferred compensation will be settled in shares of our common stock upon the termination of service of the director or such
other time as may have been previously elected by the director. The shares will be issued from our 2005 Plan.
In 2012, 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 at the end of the tenth week 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 tenth week 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 earlier of the date of the first anniversary of such grant or the date of the first annual meeting of
stockholders following the date of grant.
All of our directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board of
directors.
Proxy Statement